d860979_ex4-5.htm


    Exhibit 4.5


      


      Date:
as of February 12, 2008

      


      OCEANFREIGHT
INC.

      as
Borrower

      


      


      KIFISSIA
STAR OWNERS INC.

      OCEANCLARITY
OWNERS LIMITED, OCEANENERGY OWNERS LIMITED,

      OCEANFIGHTER
OWNERS INC., OCEANPRIME OWNERS LIMITED,

      OCEANRESOURCES
OWNERS LIMITED, OCEANSHIP OWNERS LIMITED, OCEANSTRENGTH OWNERS LIMITED,
OCEANTRADE OWNERS LIMITED, OCEANVENTURE OWNERS LIMITED AND

      OCEANWEALTH
OWNERS LIMITED

      as
Joint and Several Guarantors

      


      THE
BANKS AND FINANCIAL INSTITUTIONS NAMED HEREIN

      as
Lenders

      


      NORDEA
BANK NORGE ASA,

      acting through its Grand Cayman
branch,

      as
Lead Arranger and Bookrunner,

      


      NORDEA
BANK FINLAND PLC,

      acting through its New York
branch,

      as
Administrative Agent and Security Trustee

      


      BANK
OF SCOTLAND PLC, PIRAEUS BANK A.E.

      AND
SKANDINAVISKA ENSKILDA BANKEN AB,

      as
Co-Arrangers

      


      -and-

      


      NORDEA
BANK FINLAND PLC,

      acting through its New York
branch,

      as
Swap Bank

      


      _______________________________________________________

      


      AMENDED
AND RESTATED LOAN AGREEMENT

      ______________________________________________________

      


      Relating
to a $325,000,000 Senior Secured Credit Facility consisting of

      a
$200,000,000 Secured Reducing Revolving Credit Facility and a

      $125,000,000
Secured Term Loan Facility

       

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      INDEX

      


      
        	
                Clause

              	 
      	
                Page

              
	 
      	 
      	 
      
	
                1

              	
                INTERPRETATION

              	
                3

              
	
                2

              	
                FACILITY

              	
                24

              
	
                3

              	
                DRAWDOWN

              	
                25

              
	
                4

              	
                INTEREST

              	
                27

              
	
                5

              	
                INTEREST
      PERIODS

              	
                29

              
	
                6

              	
                DEFAULT
      INTEREST

              	
                30

              
	
                7

              	
                REDUCTION,
      REPAYMENT, PREPAYMENT AND CANCELLATION

              	
                30

              
	
                8

              	
                CONDITIONS
      PRECEDENT TO THE ADVANCES

              	
                35

              
	
                9

              	
                REPRESENTATIONS
      AND WARRANTIES

              	
                38

              
	
                10

              	
                COVENANTS

              	
                44

              
	
                11

              	
                GUARANTEE

              	
                53

              
	
                12

              	
                PAYMENTS
      AND CALCULATIONS

              	
                55

              
	
                13

              	
                APPLICATION
      OF RECEIPTS

              	
                57

              
	
                14

              	
                EVENTS
      OF DEFAULT

              	
                58

              
	
                15

              	
                FEES
      AND EXPENSES

              	
                61

              
	
                16

              	
                INDEMNITIES

              	
                62

              
	
                17

              	
                NO
      SET-OFF OR TAX DEDUCTION

              	
                66

              
	
                18

              	
                ILLEGALITY,
      ETC

              	
                66

              
	
                19

              	
                ASSIGNMENTS
      AND PARTICIPATIONS; CHANGES IN LENDING OFFICE

              	
                67

              
	
                20

              	
                VARIATIONS
      AND WAIVERS

              	
                70

              
	
                21

              	
                NOTICES

              	
                71

              
	
                22

              	
                POSITION
      OF THE LENDERS AND THE SWAP BANK

              	
                73

              
	
                23

              	
                SUPPLEMENTAL;
      SUBORDINATION OF OBLIGORS

              	
                73

              
	
                24

              	
                UPSIZE
      OPTION

              	
                74

              
	
                25

              	
                EFFECTIVENESS
      OF THIS AGREEMENT

              	
                75

              
	
                26

              	
                THE
      AGENT AND THE SECURITY TRUSTEE

              	
                77

              
	
                27

              	
                LAW
      AND JURISDICTION

              	
                81

              
	
                28

              	
                WAIVER
      OF JURY TRIAL

              	
                82

              
	
                29

              	
                PATRIOT
      ACT

              	
                82

              


      

      


      


      


      
        	
                 
      

              	 


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULES
AND APPENDICES

      


      
        	
                Schedule
      1

              	
                Lenders
      and Commitments

              
	
                Schedule
      2

              	
                Drawdown
      Notice

              
	
                Schedule
      3

              	
                Condition
      Precedent Documents

              
	
                Schedule
      4

              	
                Form
      of Assignment and Acceptance

              
	 
      	 
      
	
                Appendix
      A

              	
                Form
      of Accession Agreement

              
	
                Appendix
      B

              	
                Form
      of Compliance Certificate

              
	
                Appendix
      C

              	
                Form
      of Charter Assignment

              
	
                Appendix
      D

              	
                Form
      of Earnings Account Pledge

              
	
                Appendix
      E

              	
                Form
      of Earnings Assignment

              
	
                Appendix
      F

              	
                Form
      of Insurance Assignment

              
	
                Appendix
      G

              	
                Forms
      of Manager’s Undertaking

              
	
                Appendix
      H

              	
                Forms
      of Mortgage and Deed of Covenants

              
	
                Appendix
      I

              	
                Forms
      of Note

              
	
                Appendix
      J

              	
                Form
      of Share Pledge

              


      

      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      THIS
AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”) is made as of
February 12, 2008

      


      AMONG

      


      
        	
                (1)

              	
                OCEANFREIGHT INC., a
      corporation duly existing and incorporated under the laws of the Republic
      of The Marshall Islands, as borrower (the “Borrower”);

              
	 
      	 
      
	
                (2)

              	
                KIFISSIA
      STAR OWNERS INC. (“Kifissia”), OCEANCLARITY
      OWNERS LIMITED (“Oceanclarity”),
      OCEANENERGY OWNERS LIMITED (“Oceanenergy”),
      OCEANFIGHTER OWNERS INC. (“Oceanfighter”),
      OCEANPRIME OWNERS LIMITED (“Oceanprime”),
      OCEANRESOURCES OWNERS LIMITED (“Oceanresources”),
      OCEANSHIP OWNERS LIMITED (“Oceanship”),
      OCEANSTRENGTH OWNERS LIMITED (“Oceanstrength”),
      OCEANTRADE OWNERS LIMITED (“Oceantrade”),
      OCEANVENTURE OWNERS LIMITED (“Oceanventure”) and
      OCEANWEALTH OWNERS LIMITED (“Oceanwealth”), each a
      corporation duly existing and incorporated under the laws of the Republic
      of The Marshall Islands, as joint and several guarantors (together with
      any Additional Ship Owner and any Replacement Ship Owner (each as defined
      below) which becomes a party hereto pursuant to an Accession Agreement (as
      defined below), the “Guarantors”, and each
      separately a “Guarantor”);

              
	 
      	 
      
	
                (3)

              	
                THE
      BANKS AND FINANCIAL INSTITUTIONS NAMED ON SCHEDULE 1 HERETO, as lenders
      (collectively, the “Existing
      Lenders”);

              
	 
      	 
      
	
                (4)

              	
                NORDEA
      BANK NORGE ASA,
      acting through its
      Grand Cayman branch, as lead arranger (in such capacity, the “Lead Arranger”) and
      bookrunner (in such capacity, the “Bookrunner”);

              
	 
      	 
      
	
                (5)

              	
                BANK
      OF SCOTLAND PLC, PIRAEUS BANK A.E. and SKANDINAVISKA ENSKILDA BANKEN AB,
      as co-arrangers (collectively, in such capacity, the “Co-Arrangers”);

              
	 
      	 
      
	
                (6)

              	
                NORDEA
      BANK FINLAND PLC, acting
      through its New York branch, as administrative agent for the
      Lenders (in such capacity, the “Agent”) and security
      trustee (in such capacity, the “Security Trustee”);
      and

              
	 
      	 
      
	
                (7)

              	
                NORDEA
      BANK FINLAND PLC, acting
      through its New York branch, as swap bank (in such capacity, the
      “Swap
      Bank”).

              


      

      


      WITNESSETH THAT:

      


      WHEREAS, by a loan agreement
dated as of September 18, 2007 (the “Original Loan Agreement”)
among the Borrower, the Guarantors, and the other parties thereto, a senior
secured credit facility of up to $325,000,000 was made available to the Borrower
consisting of:

      


      
        	
                (a)

              	
                a
      revolving credit facility in a principal amount of up to $200,000,000 (the
      “Tranche A Loan”)
      for the purposes of (i) refinancing the existing indebtedness of the
      Borrower and the relevant Guarantors in respect of the Original Fleet,
      (ii) financing up to 100% of the purchase price payable in respect of the
      PINK SANDS and the RICHMOND, (iii) paying fees and expenses in relation to
      this facility and (iv) providing the Group with funds for general
      corporate and working capital purposes;
and

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                (b)

              	
                a
      term loan facility in a principal amount of up to $125,000,000 (the “Tranche B Loan”) for the
      purpose of financing up to 100% of the purchase price (including any
      deposit) payable in respect of the AUGUSTA, OLINDA and any other
      Additional Ships (provided that the
      Commitments in respect of the Tranche B Loan shall be reduced on October
      1, 2010 by an amount equal to the undrawn amount (if any) of the Tranche B
      Loan on such date);

              


      

      


      WHEREAS, as of the date
hereof, under the terms and conditions of the Original Loan Agreement, Advances
in the principal amount of $199,000,000 in respect of the Tranche A Loan and
$125,000,000 in respect of the Tranche B Loan have been made available to the
Borrower, all of which remains outstanding;

      


      WHEREAS, subject to the terms and
conditions set forth in Clause 24, from time to time during the period
between the date of the Original Loan Agreement and the third anniversary
thereof the Borrower may by notice to the Agent, without the consent of the
Lenders, increase the available Commitments in respect of the Tranche B Loan by
either (a) causing one or more banks or financial institutions to become a
Lender hereunder (with all the rights and obligations of a Lender attendant
thereto) in respect of the Tranche B Loan or (b) agreeing with one or more
Lenders, in each such Lender’s sole discretion, to increase such Lender’s
Commitment in respect of the Tranche B Loan;

      


      WHEREAS, pursuant to the
Master Agreement, the Swap Bank agreed to enter into certain Transactions
pursuant to separate Confirmations from time to time to hedge the exposure of
the Borrower to interest rate fluctuations under the Original Loan
Agreement;

      


      WHEREAS, at the request of the Borrower, Nordea
Bank Norge ASA has agreed to serve as the Lead Arranger and Bookrunner, and
Nordea Bank Finland PLC, New York Branch, has agreed to serve as Agent and
Security Trustee under this Agreement;

      


      WHEREAS, the Obligors and the
Credit Parties have agreed to amend the Original Loan Agreement to:

      


      
        	
                (a)

              	
                increase
      the Margin from 1.05 percent per annum to 1.30 percent per
      annum;

              
	 
      	 
      
	
                (b)

              	
                increase
      the Collateral Maintenance Ratio from 125% of the Loan plus any unutilized
      Commitment in respect of the Tranche A Loan to 140% of the Loan plus any
      unutilized Commitment in respect of the Tranche A Loan;

              
	 
      	 
      
	
                (c)

              	
                increase
      the commitment fee from 0.35% per annum on the daily average unutilized
      Commitment of each Lender to 0.45% per annum on the daily average unutilized
      Commitment of each Lender;

              
	 
      	 
      
	
                (d)

              	
                provide that the Commitments in
      respect of the Tranche A Loan shall be reduced by 16 semi-annual
      reductions, commencing on April 1, 2008 and thereafter on each October 1
      and April 1 which follows, with the first two (2) reductions to be in the
      amount of $8,500,000 each, the following 13 reductions to be in the amount
      of $11,000,000 each, and the 16th reduction to be in the amount of
      $40,000,000;

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                (e)

              	
                provide
      that repayment installments in respect of Advances of the Tranche B Loan
      shall be repaid in 15 semi-annual installments, commencing on January 1,
      2009 and thereafter on each July 1 and January 1 which follows, with the
      first 14 repayment installments to be in the principal
      amount of $6,944,444 and the 15th repayment installment to be in the principal
      amount of $27,777,778; and

              
	 
      	 
      
	
                (f)

              	
                provide
      that the weighted average
      age of the Ships (weighted by the Fair Market Value of the Ships) shall
      not exceed 18 years.  If any Ship reaches the age of 21
      years or more during this period, such Ship shall be assigned no value in
      the calculation of the aggregate Fair Market Value of the Ships;
      and

              


      

      


      WHEREAS, the parties hereto intend
that:

       

      
        	
                (a)

              	
                the provisions of the Original
      Loan Agreement, to the extent amended and restated hereby, shall be
      superseded and replaced by the provisions of this Agreement, provided
      that this Agreement
      and any amendments, modifications or supplements to be issued pursuant to
      this Agreement to the documents executed as security (the “Original
      Security Documents”)
      for the obligations of the Obligors under the Original Loan Agreement, the
      Notes and the Master Agreement will not extinguish the obligations of the
      Obligors arising under the Original Loan Agreement and the Original
      Security Documents and do not constitute a novation of the Original Loan
      Agreement or the any of the Original Security Documents;
      and

              
	 
      	 
      
	
                (b)

              	
                all Security Interests evidenced
      by the Original Security Documents, to the extent amended and restated in
      connection with this Agreement, are hereby ratified, confirmed and
      continued.

              


      

      


      NOW, THEREFORE, in
consideration of the premises set forth above, the covenants and agreements
hereinafter set forth, and other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto agree as
follows:

      


      
        	
                1

              	
                INTERPRETATION

              
	 
      	 
      
	
                1.1

              	
                Definitions.  Subject
      to Clause 1.5, in this Agreement:

              
	 
      	 
      
	 
      	
                “Acceptable Accounting
      Firm” means Ernst & Young, or such other recognized
      international accounting firm as the Agent may, with the consent of the
      Majority Lenders, approve from time to time in writing, such approval not
      to be unreasonably withheld;

              
	 
      	 
      
	 
      	
                “Accession Agreement”
      means, in relation to an Additional Ship Owner, an Accession Agreement in
      the form set out in Appendix A hereto;

              
	 
      	 
      
	 
      	
                “Actual Drawdown Date”
      means, in respect of an Advance, the date on which that Advance is
      actually made;

              
	 
      	 
      
	 
      	
                “Additional Ship” means a
      ship which is, or is to be, purchased by an Additional Ship Owner which
      (unless all of the Lenders acting in their reasonable discretion agree
      otherwise) must satisfy all of the Additional Ship
      Requirements;

              
	 
      	 
      
	 
      	
                “Additional Ship
      Requirements” means a ship which is proposed to be purchased by an
      Additional Ship Owner that satisfies the following
      requirements:

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                (a)

              	
                it
      is either a crude oil tanker, a product tanker, a chemical tanker, a bulk
      carrier or a container ship and, in the case of any tanker vessel, of
      double hull design;

              
	 
      	 
      	 
      
	 
      	
                (b)

              	
                on
      the Actual Drawdown Date of an Advance of the Tranche B Loan relating to
      such Additional Ship, such Additional Ship is no more than 12 years
      old;

              
	 
      	 
      	 
      
	 
      	
                (c)

              	
                it
      is purchased on normal, arm’s-length commercial terms;

              
	 
      	 
      	 
      
	 
      	
                (d)

              	
                it
      maintains the highest class for vessels of the same age and type with a
      Classification Society, free of any overdue recommendations and conditions
      affecting class; and

              
	 
      	 
      	 
      
	 
      	
                (e)

              	
                it
      is to be registered under the law of an Approved Flag
    State.

              
	 
      	 
      
	 
      	
                “Additional Ship MOA”
      means, in relation to an Additional Ship, a memorandum of agreement to be
      made between the Additional Ship Seller and the Additional Ship Owner on
      terms and conditions acceptable to the Agent (such approval not to be
      unreasonably withheld if the Additional Ship satisfies all the Additional
      Ship Requirements);

              
	 
      	 
      
	 
      	
                “Additional Ship Seller”
      means the seller of an Additional Ship;

              
	 
      	 
      
	 
      	
                “Additional Ship Owner”
      means a company which is a direct or indirect wholly-owned subsidiary of
      the Borrower incorporated in a jurisdiction acceptable to the Majority
      Lenders (in their reasonable discretion) which shall be the owner of an
      Additional Ship and which will become a Guarantor hereunder pursuant to an
      Accession Agreement, it being understood that any Additional Ship Owner
      may be incorporated in an Approved Flag State without the consent of the
      Lenders;

              
	 
      	 
      
	 
      	
                “Advance” means the
      principal amount of each borrowing by the Borrower under this
      Agreement;

              
	 
      	 
      
	 
      	
                “Affected Lender” has the
      meaning assigned such term in Clause 4.5;

              
	 
      	 
      
	 
      	
                “Affiliate” means, as to
      any person, any other person that, directly or indirectly, controls, is
      controlled by or is under common control with such person or is a director
      or officer of such person, and for purposes of this definition, the term
      “control”
      (including the terms “controlling”, “controlled by” and
      “under common control
      with”) of a person means the possession, direct or indirect, of the
      power to vote 50% or more of the voting stock of such person or to direct
      or cause direction of the management and policies of such person, whether
      through the ownership of voting stock, by contract or
      otherwise;

              
	 
      	 
      
	 
      	
                “Approved Broker” means
      each of H. Clarkson & Company Limited, R.S. Platou Shipbrokers A.S.,
      Fearnley AS, Lorentzen &
      Stemoco A/S, Simpson Spence & Young and such other
      internationally recognized ship brokers as the Agent may, with the consent
      of the Majority Lenders, approve from time to time in writing, such
      approval not to be unreasonably withheld;

              
	 
      	 
      
	 
      	
                “Approved Flag” means the
      Bahamas, Cypriot, Maltese, Marshall Islands, Liberian, Panamanian or
      Singapore flag or such other flag as the Agent may, with the consent of
      the Majority Lenders, approve from time to time in writing as the flag on
      which a Ship shall be registered, such approval not to be unreasonably
      withheld;

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                “Approved Flag State”
      means The Bahamas, Cyprus, Malta, Marshall Islands, Liberia, Panama and
      Singapore or any other country in which the Agent may, with the consent of
      the Majority Lenders, approve from time to time in writing that a Ship be
      registered, such approval not to be unreasonably
  withheld;

              
	 
      	 
      
	 
      	 
      
	 
      	
                “Approved Manager” means,
      in relation to each Ship, either:

              
	 
      	 
      
	 
      	
                (a)

              	
                Cardiff
      Marine Inc., a corporation incorporated in the Republic of Liberia and
      maintaining a ship management office at Omega Building, 80 Kifissias
      Avenue, Maroussi, 151 25, Greece; or

              
	 
      	 
      	 
      
	 
      	
                (b)

              	
                Wallem
      Shipmanagement, a company incorporated in Hong Kong and maintaining a ship
      management office at 12/F Warwick House East, Taikoo Place, 979 King’s
      Road, Quarry Bay, Hong Kong,

              
	 
      	 
      
	 
      	
                or
      any other company which the Agent may, with the consent of the Majority
      Lenders, approve from time to time in writing as the technical or
      commercial manager of a Ship, such approval not to be unreasonably
      withheld;

              
	 
      	 
      
	 
      	
                “Assignment and
      Acceptance” means an assignment and acceptance entered into by a
      Lender and an assignee of such Lender, and accepted by the Agent, pursuant
      to Clause 19.2 hereof, in substantially the form of Schedule 4
      hereto;

              
	 
      	 
      
	 
      	
                “AUGUSTA” means the
      1996-built bulk carrier of 69,053 deadweight tons registered in the
      ownership of Kifissia under Marshall Islands flag with the name “AUGUSTA”
      and IMO Number 9134189;

              
	 
      	 
      
	 
      	
                “AUSTIN” means the
      1995-built bulk carrier of 75,229 deadweight tons registered in the
      ownership of Oceanventure under Cypriot flag with the name “AUSTIN” and
      IMO Number 9083536 ;

              
	 
      	 
      
	 
      	
                “Availability Period”
      means any Business Day during the period commencing on September 18, 2007
      and ending on:

              
	 
      	 
      
	 
      	
                (a)

              	
                in
      the case of the Tranche A Loan, the earlier of the Business Day
      immediately preceding the Maturity Date and the date on which the Total
      Commitments in respect of the Tranche A Loan are cancelled or terminated;
      or

              
	 
      	 
      	 
      
	 
      	
                (b)

              	
                in
      the case of the Tranche B Loan, the earlier of the third anniversary of
      the Closing Date and the date on which the Total Commitments in respect of
      the Tranche B Loan are fully borrowed, cancelled or
      terminated;

              
	 
      	 
      
	 
      	
                “Business Day” means a
      day on which dealings are carried out in the London Interbank Market and
      which is also a day on which commercial banks are not authorized or
      required to close in New York, New York, Hamburg, Germany, Athens, Greece,
      or Piraeus, Greece;

              
	 
      	 
      
	 
      	
                “Cash Equivalents” means
      (a) securities issued or directly and fully guaranteed or insured by the
      United States of America or any agency or instrumentality thereof
      (provided that the full faith and credit of the United States of America
      is pledged in support thereof), (b) time deposits, certificates of deposit
      or deposits in the interbank market of any commercial bank of recognized
      standing organized under the laws of the United States of America, any
      state thereof or any foreign jurisdiction having capital and surplus in
      excess of $500,000,000, and rated at least A+ or the equivalent thereof by
      Standard & Poor’s Rating Services in respect of both (a) and (b)
      above, in each case having maturities of not more than ninety (90) days
      from the date of acquisition; and (c) such other securities or instruments
      as the Majority Lenders shall agree in
writing;

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                “Change of Control” means (a) any “person” (as such
      term is used in Section 13(d) and 14(d) of the Exchange Act) who is not
      now a beneficial owner of the Borrower becomes the beneficial owner (as
      defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or
      indirectly, of more than 20% of the total voting power or ownership
      interest of the Borrower, or (b) the board of directors of the Borrower
      ceases to consist of a majority of the directors existing as of the date
      of this Agreement or directors nominated by at least two-thirds (2/3) of
      the then existing directors;

              
	 
      	 
      
	 
      	
                “Charter Assignment” means, in relation
      to a Ship, an assignment of any time or voyage charter party for such Ship
      with a duration in excess of 12 months, in the form set out in Appendix C
      hereto;

              
	 
      	 
      
	 
      	
                “Classification Society”
      means, in relation to a Ship, the American Bureau of Shipping, Det Norske
      Veritas, Lloyd’s Register, Bureau Veritas, Nippon Kaiji Kyokai,
      Germanischer Lloyd or such other first-class vessel classification society
      which is a member of IACS that the Agent has, with the consent of the
      Majority Lenders, approved in writing, such approval not to be
      unreasonably withheld;

              
	 
      	 
      
	 
      	
                “Closing Date” means
      October 1, 2007;

              
	 
      	 
      
	 
      	
                “Collateral” means all
      property (including, without limitation, any proceeds thereof) referred to
      in the Finance Documents that is or is intended to be subject to any
      Security Interest in favor of the Security Trustee, for the benefit of the
      Lenders (and the Swap Bank if the Borrower enters into a Master Agreement
      with the Swap Bank), securing the obligations of the Borrower or a
      Guarantor under this Agreement or any other Finance
    Document;

              
	 
      	 
      
	 
      	
                “Collateral Maintenance
      Ratio” has the meaning assigned such term in Clause
      10.3(d);

              
	 
      	 
      
	 
      	
                “Commitment” means, at any time
      with respect to each Lender and each Tranche of the Loan, the maximum sum
      to be advanced at such time by such Lender to the Borrower pursuant to
      this Agreement, which sum as of the Effective Date shall be the amount set
      forth opposite such Lender’s name on Schedule 1 hereto, and “Total Commitments” means
      the aggregate of the Commitments of all the Lenders in respect of either
      Tranche or both Tranches, as the context may require, in each case as such
      amount may be reduced, cancelled or terminated in accordance with this
      Agreement (including, without limitation, as provided in Clause 2.1(a)
      hereof in respect of the Tranche A Loan);

              
	 
      	 
      
	 
      	
                “Compliance Certificate”
      means the certificate executed by the Borrower’s chief financial officer
      or equivalent officer in the form set out in Appendix B
      hereto;

              
	 
      	 
      
	 
      	
                “Confirmation” and “Early Termination Date”,
      in relation to any continuing Designated Transaction, have the meanings
      assigned such terms in the Master Agreement;

              
	 
      	 
      
	 
      	
                “Consolidated Net Worth”
      means, at any time, shareholders’ equity of the Borrower on a consolidated
      basis determined in accordance with GAAP;

              
	 
      	 
      
	 
      	
                “Contractual Currency”
      has the meaning assigned such term in Clause 16.5;

              
	 
      	 
      
	 
      	
                “Credit Parties” means
      the Lenders, the Security Trustee, the Agent, the Lead Arranger, the
      Bookrunner and, if the Borrower enters into the Master Agreement, the Swap
      Bank, and in the singular means any of
them;

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                “Deed of Covenant” means
      in relation to each Ship, if a deed of covenant is appropriate given the
      Mortgage on that Ship, a deed of covenant collateral to the Mortgage on
      that Ship, in the form set out in Appendix H-1, H-2, H-3 or H-7 hereto, as
      the case may be;

              
	 
      	 
      
	 
      	
                “Delivery Date” has the
      meaning assigned such term in Clause 8.2(b);

              
	 
      	 
      
	 
      	
                “Designated Transaction”
      means a Transaction which fulfills the following
    requirements:

              
	 
      	 
      
	 
      	
                (a)

              	
                it
      is entered into by the Borrower and the Swap Bank pursuant to the Master
      Agreement;

              
	 
      	 
      	 
      
	 
      	
                (b)

              	
                its
      purpose is to hedge the Borrower’s exposure under this Agreement to
      fluctuations in the interest rate arising from the funding of the Loan (or
      any part thereof) for a period expiring no later than the Maturity
      Date;

              
	 
      	 
      	 
      
	 
      	
                (c)

              	
                the
      notional principal amount of such Transaction, together with all other
      continuing Designated Transactions, does not and in the future (taking
      into account the scheduled amortization thereof) will not exceed the
      aggregate amount of the Loan scheduled to be outstanding from time to
      time; and

              
	 
      	 
      	 
      
	 
      	
                (d)

              	
                it
      is designated by the Swap Bank, by delivery by the Swap Bank to the Agent
      of a notice of designation, as a Designated Transaction for the purposes
      of the Finance Documents;

              
	 
      	 
      
	 
      	
                “Disbursement
      Authorization” has the meaning assigned such term in Clause
      8.2(b);

              
	 
      	 
      
	 
      	
                “Dollars” and “$” means the lawful
      currency for the time being of the United States of
    America;

              
	 
      	 
      
	 
      	
                Drawdown Notice” means a
      notice in the form set out in Schedule 2 hereto (or in any other form
      which the Agent approves or reasonably requires);

              
	 
      	 
      
	 
      	
                “Earnings” means, in
      respect of each Ship, all moneys whatsoever which are now, or later
      become, payable (actually or contingently) to the owner of such Ship and
      which arise out of the use or operation of such Ship, including (but not
      limited to):

              
	 
      	 
      
	 
      	
                (a)

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

              
	 
      	 
      	 
      
	 
      	
                (b)

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

              
	 
      	 
      	 
      
	 
      	
                (c)

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

              


      

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                “Earnings Account” means,
      collectively, the Kifissia Earnings Account, Oceanclarity Earnings
      Account, Oceanenergy Earnings Account, Oceanfighter Earnings Account,
      Oceanprime Earnings Account, Oceanresources Earnings Account, Oceanship
      Earnings Account, Oceanstrength Earnings Account, Oceantrade Earnings
      Account, Oceanventure Earnings Account, Oceanwealth Earnings Account and
      each other earnings account established with the Agent by the Borrower, an
      Additional Ship Owner or a Replacement Ship Owner, and in the singular
      means any one of them;

              
	 
      	 
      
	 
      	
                “Earnings Account
      Pledge” means a first
      priority pledge of the relevant Earnings Account in the form set out in
      Appendix D hereto;

              
	 
      	 
      
	 
      	
                “Earnings
      Assignment” means, in relation
      to a Ship, the first priority assignment of the Earnings and any
      Requisition Compensation of such Ship in the form set out in Appendix E
      hereto;

              
	 
      	 
      
	 
      	
                “EBITDA” means, for any
      accounting period, the consolidated net income of the Group for that
      accounting period:

              
	 
      	 
      
	 
      	
                (a)

              	
                plus,
      to the extent deducted in computing consolidated net income of the Group
      for that accounting period, the sum, without duplication,
    of:

              
	 
      	 
      	 
      
	 
      	 
      	
                (i)

              	
                all
      federal, state, local and foreign taxes and tax
    distributions;

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (ii)

              	
                Net
      Interest Expense;

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (iii)

              	
                depreciation,
      depletion, amortization of intangibles and other non-cash charges or
      non-cash losses (including non-cash transaction expenses and the
      amortization of debt discounts) and any extraordinary losses not incurred
      in the ordinary course of business; and

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (iv)

              	
                any
      drydocking expenses;

              
	 
      	 
      	 
      	 
      
	 
      	
                (b)

              	
                minus,
      to the extent added in computing consolidated net income of the Group for
      that accounting period, any non-cash income or non-cash gains and any
      extraordinary gains on asset sales or otherwise not incurred in the
      ordinary course of business;

              
	 
      	 
      	 
      
	 
      	
                all
      determined on a consolidated basis in accordance with GAAP and as shown in
      the consolidated statements of income for the Group;

              
	 
      	 
      
	 
      	
                “Effective Date” has the
      meaning assigned such term in Clause 25.1;

              
	 
      	 
      
	 
      	
                “Eligible Assignee”
      means

              
	 
      	 
      
	 
      	
                (a)

              	
                any
      commercial bank organized under the laws of the United States, or any
      State thereof, and having total assets in excess of
      $1,000,000,000;

              
	 
      	 
      	 
      
	 
      	
                (b)

              	
                any
      commercial bank organized under the laws of any other country that is a
      member of the OECD or has concluded special lending arrangements with the
      International Monetary Fund Associated with its General Arrangements to
      Borrow, or a political subdivision of any such country, and having total
      assets in excess of $1,000,000,000, so long as such bank is acting through
      a branch or agency located in the United States or in the country in which
      it is organized or another country that is described in this clause
      (b);

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	 
      	
                (c)

              	
                the
      central bank of any country that is a member of the
  OECD;

              
	 
      	 
      	 
      
	 
      	
                (d)

              	
                any
      finance company, insurance company or other financial institution or fund
      (whether a corporation, partnership, trust or other entity) that (i) is
      not affiliated with the Borrower, (ii) is engaged in making, purchasing or
      otherwise investing in commercial loans in the ordinary course of its
      business and (iii) has total assets in excess of $1,000,000,000;
      and

              
	 
      	 
      	 
      
	 
      	
                (e)

              	
                any
      other Person (other than an Affiliate of the Borrower or a Guarantor)
      whose primary business is not owning, managing or chartering vessels
      approved by the Agent and the Borrower and having assets in excess of
      $1,000,000,000, such approval not to be unreasonably withheld;

              
	 
      	 
      	 
      
	 
      	
                “Environmental Law” means
      any law relating to pollution or protection of the environment, to the
      carriage of Environmentally Sensitive Material or to actual or threatened
      releases of Environmentally Sensitive Material;

              
	 
      	 
      
	 
      	
                “Environmental Permit”
      means any permit, approval, identification number, license or other
      authorization required under any Environmental Law;

              
	 
      	 
      
	 
      	
                “Environmentally Sensitive
      Material” means oil, oil products and any other substance
      (including any chemical, gas or other hazardous or noxious substance)
      which is (or is capable of being or becoming) polluting, toxic or
      hazardous;

              
	 
      	 
      
	 
      	
                “Estate” has the meaning
      assigned such term in Clause 26.1;

              
	 
      	 
      
	 
      	
                Event of Default” means
      any of the events or circumstances described in Clause
    14.1;

              
	 
      	 
      
	 
      	
                “Exchange Act” means the
      United States Securities Exchange Act of 1934, as
  amended;

              
	 
      	 
      
	 
      	
                “Expected Drawdown Date”
      means, in respect of an Advance of all or a portion of any Tranche of the
      Loan available under this Agreement, the date requested by the Borrower in
      the Drawdown Notice for such Advance to be made;

              
	 
      	 
      
	 
      	
                “Fair Market Value”
      means, in relation to each Ship, the market value of such Ship at any date
      that is shown by the average of two (2) valuations each prepared and
      addressed to the Agent:

              
	 
      	 
      
	 
      	
                (a)

              	
                as
      at a date not more than 30 days prior to the date such valuation is
      delivered to the Agent;

              
	 
      	 
      	 
      
	 
      	
                (b)

              	
                by
      an Approved Ship Broker;

              
	 
      	 
      	 
      
	 
      	
                (c)

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

              
	 
      	 
      	 
      
	 
      	
                (d)

              	
                on
      the basis of a sale for prompt delivery for cash on normal arm’s length
      commercial terms as between a willing seller and a willing buyer, free of
      any existing charter or other contract of employment (and with no value to
      be given to any pooling arrangements);
and

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                (e)

              	
                after
      deducting the estimated amount of the usual and reasonable expenses which
      would be incurred in connection with the sale;

              
	 
      	 
      	 
      
	 
      	
                “Fee Letter” means the letter
      dated August 30, 2007 from Nordea Bank Norge ASA to the
      Borrower;

              
	 
      	 
      
	 
      	
                “Finance Documents”
      means:

              
	 
      	 
      	 
      
	 
      	
                (a)

              	
                this
      Agreement;

              
	 
      	 
      	 
      
	 
      	
                (b)

              	
                the
      Notes;

              
	 
      	 
      	 
      
	 
      	
                (c)

              	
                the
      Master Agreement (if executed);

              
	 
      	 
      	 
      
	 
      	
                (d)

              	
                the
      Charter Assignments;

              
	 
      	 
      	 
      
	 
      	
                (e)

              	
                the
      Earnings Account Pledges;

              
	 
      	 
      	 
      
	 
      	
                (f)

              	
                the
      Earnings Assignments;

              
	 
      	 
      	 
      
	 
      	
                (g)

              	
                the
      Insurance Assignments;

              
	 
      	 
      	 
      
	 
      	
                (h)

              	
                the
      Mortgages and any related Deed of Covenant;

              
	 
      	 
      	 
      
	 
      	
                (i)

              	
                the
      Second Statutory Mortgages;

              
	 
      	 
      	 
      
	 
      	
                (j)

              	
                the
      Share Pledges; and

              
	 
      	 
      	 
      
	 
      	
                (k)

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

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

              
	 
      	 
      	 
      
	 
      	
                (a)

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

              
	 
      	 
      	 
      
	 
      	
                (b)

              	
                under
      any bond, note or other security issued by the debtor;

              
	 
      	 
      	 
      
	 
      	
                (c)

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

              
	 
      	 
      	 
      
	 
      	
                (d)

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

              
	 
      	 
      	 
      
	 
      	
                (e)

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

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                (f)

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

              
	 
      	 
      	 
      
	 
      	
                “Financial Year” means in
      relation to the Group, each period of one (1) year commencing on January 1
      of each year and ending on December 31 of such year in respect of which
      its consolidated accounts are or ought to be prepared;

              
	 
      	 
      
	 
      	
                “First Expected Drawdown
      Date” means the Expected Drawdown Date requested by the Borrower in
      the first Drawdown Notice submitted by the Borrower to the Agent for an
      Advance of all or a portion of either Tranche of the Loan available under
      this Agreement;

              
	 
      	 
      
	 
      	
                “Funded Debt” means, on a
      consolidated basis for the Borrower (without duplication), the sum of (a)
      all Financial Indebtedness of the Borrower on a consolidated basis, (b)
      all obligations to pay a specific purchase price for goods or services
      whether or not delivered or accepted (including take-or-pay and similar
      obligations which in accordance with GAAP would be shown on the liability
      side of a balance sheet), (c) all net obligations under interest rate
      agreements and (d) all guarantees of non-consolidated entity obligations,
      provided that
      balance sheet accruals for future drydock expenses shall not be classified
      as Funded Debt;

              
	 
      	 
      
	 
      	
                “GAAP” has the meaning
      assigned such term in Clause 1.6;

              
	 
      	 
      
	 
      	
                “Group” means the
      Borrower and its subsidiaries (whether direct or indirect and including,
      but not limited to, the Guarantors) from time to time during the Security
      Period;

              
	 
      	 
      
	 
      	
                “Guaranteed Obligations”
      has the meaning assigned such term in Clause 11.1;

              
	 
      	 
      
	 
      	
                “Guaranteed Party” has
      the meaning assigned such term in Clause 11.1;

              
	 
      	 
      
	 
      	
                “Guarantee” has the
      meaning assigned such term in Clause 11.1;

              
	 
      	 
      
	 
      	
                “HELENA” means the
      1999-built bulk carrier of 73,744 deadweight tons registered in the
      ownership of Oceanenergy under Marshall Islands flag with the name
      “HELENA” and IMO Number 9185736;

              
	 
      	 
      
	 
      	
                “IACS” means the
      International Association of Classification Societies;

              
	 
      	 
      
	 
      	
                “Insurances” means, in
      relation to a Ship:

              
	 
      	 
      
	 
      	
                (a)

              	
                all
      policies and contracts of insurance, including entries of such Ship in any
      protection and indemnity or war risks association, which are effected in
      respect of such Ship, her Earnings or otherwise in relation to her;
      and

              
	 
      	 
      	 
      
	 
      	
                (b)

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

              
	 
      	 
      	 
      
	 
      	
                “Insurance Assignment”
      means, in relation to a Ship, the first priority assignment of the
      Insurances of such Ship in the form set out in Appendix F
      hereto;

              
	 
      	 
      
	 
      	
                “Interest Period” means a
      period determined in accordance with Clause
5;

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                “Intermediate Holding
      Companies” means, collectively, Kifissia Star Shareholders,
      Oceanclarity Shareholdings, Oceanenergy Shareholdings, Oceanfighter
      Shareholders, Oceanprime Shareholdings, Oceanresourses Shareholdings,
      Oceanship Shareholdings, Oceanstrength Shareholdings, Oceantrade
      Shareholdings, Oceanventure Shareholdings, Oceanwealth Shareholdings and
      each such other wholly owned subsidiary of the Borrower designated as the
      sole shareholder in respect of each Additional Ship Owner, and in respect
      of each Guarantor “Intermediate Holding
      Company” means:

              
	 
      	 
      	 
      
	 
      	
                (a)

              	
                Kifissia
      Star Shareholders, in respect of Kifissia;

              
	 
      	 
      	 
      
	 
      	
                (b)

              	
                Oceanclarity
      Shareholdings, in respect of Oceanclarity

              
	 
      	 
      	 
      
	 
      	
                (c)

              	
                Oceanenergy
      Shareholdings, in respect of Oceanenergy;

              
	 
      	 
      	 
      
	 
      	
                (d)

              	
                Oceanfighter
      Shareholders, in respect of Oceanfighter;

              
	 
      	 
      	 
      
	 
      	
                (e)

              	
                Oceanprime
      Shareholdings, in respect of Oceanprime;

              
	 
      	 
      	 
      
	 
      	
                (f)

              	
                Oceanresourses
      Shareholdings, in respect of Oceanresources;

              
	 
      	 
      	 
      
	 
      	
                (g)

              	
                Oceanship
      Shareholdings, in respect of Oceanship;

              
	 
      	 
      	 
      
	 
      	
                (h)

              	
                Oceanstrength
      Shareholdings, in respect of Oceanstrength;

              
	 
      	 
      	 
      
	 
      	
                (i)

              	
                Oceantrade
      Shareholdings, in respect of Oceantrade;

              
	 
      	 
      	 
      
	 
      	
                (j)

              	
                Oceanventure
      Shareholdings, in respect of Oceanventure; and

              
	 
      	 
      	 
      
	 
      	
                (k)

              	
                Oceanwealth
      Shareholdings, in respect of Oceanwealth;

              
	 
      	 
      	 
      
	 
      	
                “ISM Code” means in
      relation to its application to each Ship and its
  operation:

              
	 
      	 
      
	 
      	
                (a)

              	
                ‘The
      International Management Code for the Safe Operation of Ships and for
      Pollution Prevention’, currently known or referred to as the ‘ISM Code’
      (including the guidelines on its implementation), adopted by the
      International Maritime Organization (“IMO”) as Resolution
      A.741(18) and Resolution A.913(22) (superseding Resolution A.788(19)) (and
      the terms “safety
      management system”, “Safety Management
      Certificate” and “Document of Compliance”
      have the same meanings as are given to them in the ISM Code);
      and

              
	 
      	 
      	 
      
	 
      	
                (b)

              	
                all
      further resolutions, circulars, codes, guidelines, regulations and
      recommendations which are now or in the future issued by or on behalf of
      the IMO or any other entity with responsibility for implementing the ISM
      Code;

              
	 
      	 
      	 
      
	 
      	
                as
      the same may be amended, supplemented or replaced from time to
      time;

              
	 
      	 
      
	 
      	
                “ISM Code Documentation”
      includes, in respect of a Ship:

              
	 
      	 
      
	 
      	
                (a)

              	
                the
      Document of Compliance and Safety Management Certificate issued pursuant
      to the ISM Code in relation to such Ship within the periods specified by
      the ISM Code;

              


      

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	 
      	
                (b)

              	
                all
      other documents and data which are relevant to the safety management
      system and its implementation and verification which the Agent may
      require; and

              
	 
      	 
      	 
      
	 
      	
                (c)

              	
                any
      other documents which are prepared or which are otherwise relevant to
      establish and maintain such Ship’s compliance or the compliance of the
      Borrower or the Approved Manager with the ISM Code which the Agent may
      require;

              
	 
      	 
      	 
      
	 
      	
                “ISM Responsible Person”
      means, in respect of a Ship:

              
	 
      	 
      	 
      
	 
      	
                (a)

              	
                each
      and every person who has assumed responsibility for the operation of such
      Ship and has agreed to take over or is required to assume responsibility
      for the performance or observance of the duties and responsibilities
      imposed by the ISM Code; and

              
	 
      	 
      	 
      
	 
      	
                (b)

              	
                each
      and every person ashore who is a ‘designated person’ for the purposes of
      the ISM Code with direct access to the highest level of management of such
      Ship’s owner or operator and who, in that capacity, has under the ISM Code
      responsibility and authority which includes:

              
	 
      	 
      	 
      
	 
      	 
      	
                (i)

              	
                monitoring
      the safety and pollution prevention aspects of the operation of such Ship;
      and

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (ii)

              	
                ensuring
      that adequate resources and shore-based support are supplied, as required,
      in each case, under the ISM Code;

              
	 
      	 
      	 
      	 
      
	 
      	
                “ISPS
      Code” means in
      relation to its application to the Borrower, the Approved Manager, a Ship
      and its operation, the
      International Ship and Port Facility Security Code constituted pursuant to
      resolution A.924(22) of the IMO adopted by a Diplomatic Conference of the
      IMO on Maritime Security on 13 December 2002 and now set out in Chapter
      XI-2 of the Safety of Life at Sea Convention (SOLAS) 1974 (as
      amended);

              
	 
      	 
      
	 
      	
                “ISPS Code Documentation”
      includes:

              
	 
      	 
      	 
      
	 
      	
                (a)

              	
                the
      International Ship Security Certificate issued pursuant to the ISPS Code
      in relation to each Ship within the period specified in the ISPS Code;
      and

              
	 
      	 
      	 
      
	 
      	
                (b)

              	
                all
      other documents and data which are relevant to the ISPS Code and its
      implementation and verification which the Agent may
    require;

              
	 
      	 
      	 
      
	 
      	
                “JUNEAU” means the
      1990-built bulk carrier of 149,495 deadweight tons registered in the
      ownership of Oceanresources under Maltese flag with the name “JUNEAU” and
      IMO Number 8906688;

              
	 
      	 
      
	 
      	
                “Kifissia Earnings
      Account” means the account established by Kifissia with the Agent
      into which Kifissia shall deposit or cause to be deposited all Earnings
      and any Requisition Compensation of its Ship;

              
	 
      	 
      
	 
      	
                “Kifissia Star
      Shareholders” means Kifissia Star Shareholders Inc., a Marshall
      Islands corporation;

              


      

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	 
      	
                “LANSING” means the
      1996-built bulk carrier of 73,040 deadweight tons registered in the name
      of Oceanstrength under Marshall Islands flag with the name “LANSING” and
      IMO Number 9113410;

              
	 
      	 
      
	 
      	
                “Lenders” means,
      collectively, the Existing Lenders and any bank or financial institution
      which becomes a lender pursuant to Clause 19 or Clause 24 hereof, and in
      the singular means any one of them;

              
	 
      	 
      
	 
      	
                “Lending Office” means,
      with respect to any Lender, the office of such Lender specified as its
      “Lending Office” under its name on Schedule 1 hereto or in the Assignment
      and Acceptance pursuant to which it became a Lender, or such other office
      of such Lender as such Lender may from time to time specify to the
      Borrower and the Agent;

              
	 
      	 
      
	 
      	
                “LIBOR” means (a) the
      applicable Screen Rate or (b) if no Screen Rate is available for the
      relevant Interest Period the arithmetic mean of the rates (rounded upwards
      to four decimal places) as supplied to the Agent at its request quoted by
      the Reference Banks to leading banks in the London interbank market, in
      the case of either (a) or (b) at or about 11:00 a.m. (London time) on the
      Quotation Date for the offering of deposits in the currency of the Loan
      for a period comparable to the relevant Interest Period, in each case for
      an amount approximately equal to the principal amount of the Advance to be
      outstanding during the applicable Interest Period;

              
	 
      	 
      
	 
      	
                “Liquidity” means, at any time, the sum of (a)
      cash, (b) Cash Equivalents and (c) undrawn availability under the Tranche
      A Loan with a maturity in excess of 12 months;

              
	 
      	 
      
	 
      	
                “Loan” means the
      aggregate principal amount of the Advances outstanding under this
      Agreement from time to time;

              
	 
      	 
      
	 
      	
                “Major Casualty” means,
      in relation to a Ship, any casualty to such Ship in respect of which the
      claim or the aggregate of the claims against all insurers, before
      adjustment for any relevant franchise or deductible, exceeds $1,000,000 or
      the equivalent in any other currency;

              
	 
      	 
      
	 
      	
                “Majority Lenders” means,
      at any time, Lenders holding more than 66-2/3% of the Loan or, if no such
      principal amount is then outstanding, Lenders having more than 66-2/3% of
      the Total Commitments then effect;

              
	 
      	 
      
	 
      	
                “Manager’s Undertaking”
      means, in relation to a Ship, the letter executed or to be executed by an
      Approved Manager in the form set out in Appendix F-1 or F-2 (as the case
      may be) hereto;

              
	 
      	 
      
	 
      	
                “Mandatory Commitment Reduction
      Amount” has the meaning assigned such term in Clause
      7.9;

              
	 
      	 
      
	 
      	
                “Mandatory Prepayment
      Ratio” means a fraction, the numerator of which is the Fair Market
      Value of the relevant Ship and denominator of which is the aggregate Fair
      Market Value of all of the Ships;

              
	 
      	 
      
	 
      	
                “Margin” means, in
      respect of each Tranche of the Loan, 1.30 percent per annum from the
      Effective Date;

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                “Margin Stock” has the
      meaning specified in Regulation U of the Board of Governors of the Federal
      Reserve System and any successor regulations thereto, as in effect from
      time to time;

              
	 
      	 
      
	 
      	
                “Master Agreement” means
      the agreement dated October 1, 2007 and made between the Borrower and the
      Swap Bank on the 2002 ISDA (Multicurrency - Cross Border) form and the
      schedule thereto (including each Transaction entered into, and the
      Confirmation relating to it exchanged, under said agreement), as amended,
      to hedge the exposure of the Borrower to interest rate fluctuations under
      this Agreement;

              
	 
      	 
      
	 
      	
                “Maturity Date” means the
      eighth anniversary of the Closing Date;

              
	 
      	 
      
	 
      	
                “Mortgage” means, in
      relation to a Ship, a first priority or, as the case may be, preferred
      mortgage on such Ship under the relevant Approved Flag, in the form set
      out in Appendix G-1, G-2, G-3, G-4, G-5, G-6 or G-7 hereto, as the case
      may be, as the same may be amended by any amendment or addendum thereto in
      form and substance satisfactory to the Agent;

              
	 
      	 
      
	 
      	
                “Negotiation Period” has
      the meaning assigned such term in Clause 4.7;

              
	 
      	 
      
	 
      	
                “Net Interest Expense”
      means the aggregate of all interest, commitment and other fees,
      commissions, discounts and other costs, charges or expenses accruing due
      from all the members the Group during the relevant accounting period less
      interest income received, determined on a consolidated basis in accordance
      with GAAP and as shown in the consolidated statements of income for the
      Group;

              
	 
      	 
      
	 
      	
                “Notes” means,
      collectively, the Tranche A Loan Note and the Tranche B Loan Note, and in
      the singular means either one of them;

              
	 
      	 
      
	 
      	
                “Obligors” means the
      Borrower and the Guarantors, and in the singular means any of
      them;

              
	 
      	 
      
	 
      	
                “OFAC” has the meaning
      assigned such term in Clause 9.18;

              
	 
      	 
      
	 
      	
                “Oceanclarity Earnings
      Account” means the account established by Oceanclarity with the
      Agent into which Oceanclarity shall deposit or cause to be deposited all
      Earnings and any Requisition Compensation of its Ship;

              
	 
      	 
      
	 
      	
                “Oceanenergy Earnings
      Account” means the account established by Oceanenergy with the
      Agent into which Oceanenergy shall deposit or cause to be deposited all
      Earnings and any Requisition Compensation of its Ship;

              
	 
      	 
      
	 
      	
                “Oceanfighter Earnings
      Account” means the account established by Oceanfighter with the
      Agent into which Oceanfighter shall deposit or cause to be deposited all
      Earnings and any Requisition Compensation of its Ship;

              
	 
      	 
      
	 
      	
                “Oceanprime Earnings
      Account” means the account established by Oceanprime with the Agent
      into which Oceanprime shall deposit or cause to be deposited all Earnings
      and any Requisition Compensation of its Ship;

              
	 
      	 
      
	 
      	
                “Oceanresources Earnings
      Account” means the account established by Oceanresources with the
      Agent into which Oceanresources shall deposit or cause to be deposited all
      Earnings and any Requisition Compensation of its
  Ship;

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                “Oceanship Earnings
      Account” means the account established by Oceanship with the Agent
      into which Oceanship shall deposit or cause to be deposited all Earnings
      and any Requisition Compensation of its Ship;

              
	 
      	 
      
	 
      	
                “Oceanstrength Earnings
      Account” means the account established by Oceanstrength with the
      Agent into which Oceanstrength shall deposit or cause to be deposited all
      Earnings and any Requisition Compensation of its Ship;

              
	 
      	 
      
	 
      	
                “Oceantrade Earnings
      Account” means the account established by Oceantrade with the Agent
      into which Oceantrade shall deposit or cause to be deposited all Earnings
      and any Requisition Compensation of its Ship;

              
	 
      	 
      
	 
      	
                “Oceanventure Earnings
      Account” means the account established by Oceanventure with the
      Agent into which Oceanventure shall deposit or cause to be deposited all
      Earnings and any Requisition Compensation of its Ship;

              
	 
      	 
      
	 
      	
                “Oceanwealth Earnings
      Account” means the account established by Oceanwealth with the
      Agent into which Oceanwealth shall deposit or cause to be deposited all
      Earnings and any Requisition Compensation of its Ship;

              
	 
      	 
      
	 
      	
                “Oceanclarity
      Shareholdings” means Oceanclarity Shareholdings Limited, a Marshall
      Islands corporation;

              
	 
      	 
      
	 
      	
                “Oceanenergy
      Shareholdings” means Oceanenergy Shareholdings Limited, a Marshall
      Islands corporation;

              
	 
      	 
      
	 
      	
                “Oceanfighter
      Shareholders” means Oceanfighter Shareholders Inc., a Marshall
      Islands corporation;

              
	 
      	 
      
	 
      	
                “Oceanprime
      Shareholdings” means Oceanprime Shareholdings Limited, a Marshall
      Islands corporation;

              
	 
      	 
      
	 
      	
                “Oceanresources
      Shareholdings” means Oceanresources Shareholdings Limited, a
      Marshall Islands corporation;

              
	 
      	 
      
	 
      	
                “Oceanship Shareholdings”
      means Oceanship Shareholdings Limited, a Marshall Islands
      corporation;

              
	 
      	 
      
	 
      	
                “Oceanstrength
      Shareholdings” means Oceanstrength Shareholdings Limited, a
      Marshall Islands corporation;

              
	 
      	 
      
	 
      	
                “Oceantrade
      Shareholdings” means Oceantrade Shareholdings Limited, a Marshall
      Islands corporation;

              
	 
      	 
      
	 
      	
                “Oceanventure
      Shareholdings” means Oceanventure Shareholdings Limited, a Marshall
      Islands corporation;

              
	 
      	 
      
	 
      	
                “Oceanwealth
      Shareholdings” means Oceanwealth Shareholdings Limited, a Marshall
      Islands corporation;

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                “OLINDA” means the
      1996-built bulk carrier of 79,643 gross tons registered in the ownership
      of Oceanfighter under Maltese flag with the name “OLINDA” and IMO Number
      9033971;

              
	 
      	 
      
	 
      	
                “Original Fleet” means,
      collectively, “AUSTIN”, “HELENA”, “JUNEAU”, “LANSING”, “PIERRE”, “TOPEKA”
      and “TRENTON” and, in the singular means any of them;

              
	 
      	 
      
	 
      	
                “PATRIOT Act” has the
      meaning assigned such term in Clause 8.1(a)(ii);

              
	 
      	 
      
	 
      	
                “Payment Currency” has
      the meaning assigned such term in Clause 16.5;

              
	 
      	 
      
	 
      	
                “Permitted Security
      Interests” means:

              
	 
      	 
      
	 
      	
                (a)

              	
                Security
      Interests created by the Finance Documents;

              
	 
      	 
      	 
      
	 
      	
                (b)

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

              
	 
      	 
      	 
      
	 
      	
                (c)

              	
                liens
      for salvage;

              
	 
      	 
      	 
      
	 
      	
                (d)

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

              
	 
      	 
      	 
      
	 
      	
                (e)

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

              
	 
      	 
      	 
      
	 
      	
                (f)

              	
                any
      Security Interest created in favor of a plaintiff or defendant in any
      action of the court or tribunal before whom such action is brought as
      security for costs and expenses where the Borrower or a Guarantor (as the
      case may be) is prosecuting or defending such proceedings or arbitration
      in good faith by appropriate steps provided such Security Interest does
      not (and is not likely to) result in any sale, forfeiture or loss of a
      Ship; and

              
	 
      	 
      	 
      
	 
      	
                (g)

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

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

              
	 
      	 
      
	 
      	
                (a)

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

              
	 
      	 
      	 
      
	 
      	
                (b)

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

              
	 
      	 
      	 
      
	 
      	
                (c)

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

              


      

       

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      
        	 
      	
                (d)

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

              
	 
      	 
      	 
      
	 
      	
                (e)

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

              
	 
      	 
      	 
      
	 
      	
                (f)

              	
                any
      political subdivision of any of the foregoing;

              
	 
      	 
      	 
      
	 
      	
                “PIERRE” means the
      1996-built bulk carrier of 70,316 deadweight tons registered in the
      ownership of Oceanwealth under Marshall Islands flag with the name
      “PIERRE” and IMO Number 9109483;

              
	 
      	 
      
	 
      	
                “PINK SANDS” means the
      1993-built tanker of 95,000 deadweight tons registered in the ownership of
      Oceanclarity under Maltese flag with the name “PINK SANDS” and IMO Number
      8920866;

              
	 
      	 
      
	 
      	
                “Potential Event of
      Default” means an event or circumstance which, with the giving of
      any notice, the lapse of time, and/or a determination of the Majority
      Lenders would constitute an Event of Default;

              
	 
      	 
      
	 
      	
                “Quotation Date” means,
      in relation to any Interest Period (or any other period) for which an
      interest rate is to be determined under any provision of a Finance
      Document) the day on which quotations would ordinarily be given by leading
      banks in the London Interbank Market for deposits in the currency in
      relation to which such rate is to be determined for delivery on the first
      day of that Interest Period or other period;

              
	 
      	 
      
	 
      	
                “Ratable Portion” means,
      as to any Lender at any time, (a) with respect to any Advance of a
      Tranche, the percentage obtained by dividing such Lender’s Commitment in
      relation to such Tranche by the Total Commitments in relation to such
      Tranche, and (b) in all other cases, a fraction (expressed as a
      percentage) the numerator of which is the Commitment of such Lender at
      such time and the denominator of which is the Total Commitments at such
      time, provided
      that if the Ratable Portion of any Lender is to be determined after
      the Total Commitment in respect of a Tranche has been terminated, then the
      percentages of the Lenders shall be determined immediately prior (and
      without giving effect) to such termination;

              
	 
      	 
      
	 
      	
                “Reference Banks” means,
      for purposes of LIBOR, the reference banks chosen from time
      to time by the British Bankers’ Association;

              
	 
      	 
      
	 
      	
                “Register” has the meaning assigned such
      term in Clause 19.2(c);

              
	 
      	 
      
	 
      	
                “Repayment Date” means a
      date on which a repayment is required to be made under Clause
      7;

              
	 
      	 
      
	 
      	
                “Replacement Ship” has the meaning assigned such term
      in Clause 7.9(b);

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                “Replacement Ship Owner”
      means a company which is a direct or indirect wholly-owned subsidiary of
      the Borrower incorporated in a jurisdiction acceptable to the Lenders (in
      their reasonable discretion) which shall be the owner of a Replacement
      Ship and which will become a Guarantor hereunder pursuant to an Accession
      Agreement, it being understood that any Replacement Ship Owner may be
      incorporated in an Approved Flag State without the consent of the
      Lenders;

              
	 
      	 
      
	 
      	
                “Requisition
      Compensation” includes all compensation or other moneys payable by
      reason of any act or event such as is referred to in paragraph (b) of the
      definition of “Total Loss”;

              
	 
      	 
      
	 
      	
                “RICHMOND” means the
      1995-built bulk carrier of 70,000 deadweight tons registered in the
      ownership of Oceanprime under Marshall Islands flag with the name
      “RICHMOND” and IMO Number 9085936;

              
	 
      	 
      
	 
      	
                “Screen Rate” means, in
      relation to LIBOR, the British Bankers’ Association Interest Settlement
      Rate for the relevant currency and period displayed on the appropriate
      page of the Reuters screen.  If the agreed page is replaced or
      service ceases to be available, the Agent may specify another page or
      service displaying the appropriate rate after consultation with the
      Borrower and the Majority Lenders;

              
	 
      	 
      
	 
      	
                “Second Statutory
      Mortgage” means a second priority Cypriot mortgage and related deed
      of covenants on each of the AUSTIN and TRENTON, in form and substance
      satisfactory to the Agent;

              
	 
      	 
      
	 
      	
                “Secured Liabilities”
      means all liabilities which the Obligors or any of them have, at the date
      of this Agreement or at any later time or times, under or by virtue of the
      Finance Documents or any judgment relating to the Finance Documents; and
      for this purpose, there shall be disregarded any total or partial
      discharge of these liabilities, or variation of their terms, which is
      effected by, or in connection with, any bankruptcy, liquidation,
      arrangement or other procedure under the insolvency laws of any
      country;

              
	 
      	 
      
	 
      	
                “Security Interest”
      means:

              
	 
      	 
      
	 
      	
                (a)

              	
                a
      mortgage, charge or pledge, any maritime or other lien or any other
      security interest of any kind;

              
	 
      	 
      	 
      
	 
      	
                (b)

              	
                the
      rights of the plaintiff under an action in rem in which the
      vessel concerned has been arrested or a writ has been issued or similar
      steps taken; and

              
	 
      	 
      	 
      
	 
      	
                (c)

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

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

              
	 
      	 
      
	 
      	
                (a)

              	
                all
      amounts which have become due for payment by any Obligor under the Finance
      Documents have been paid;

              


      

       

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      
        	 
      	
                (b)

              	
                no
      amount is owing or has accrued (without yet having become due for payment)
      under any Finance Document and all Commitments have been terminated;
      and

              
	 
      	 
      	 
      
	 
      	
                (c)

              	
                no
      Obligor has any future or contingent liability under Clause 15, 16 or 17
      below or any other provision of this Agreement or another Finance
      Document;

              
	 
      	 
      	 
      
	 
      	
                “Seller’s Bank” has the
      meaning assigned such term in Clause 8.2(b);

              
	 
      	 
      
	 
      	
                “Share Pledge” means
      the pledge of the share
      capital of each Guarantor in the form set out in Appendix I
      hereto;

              
	 
      	 
      
	 
      	
                “Ships” means,
      collectively, (a) the Original Fleet, (b) the AUGUSTA, OLINDA, PINK SANDS,
      RICHMOND and any other Additional Ships and (c) without duplication, any
      Replacement Ships substituted for any of the foregoing, and in the
      singular means any of them;

              
	 
      	 
      
	 
      	
                “Subsequent Advance” has
      the meaning assigned such term in Clause 5.3(b);

              
	 
      	 
      
	 
      	
                “TOPEKA” means the
      2000-built bulk carrier of 74,716 deadweight tons registered in the
      ownership of Oceantrade under Maltese flag with the name “TOPEKA” and IMO
      Number 9211585;

              
	 
      	 
      
	 
      	
                “Total Capitalization”
      means the sum of Funded Debt and Consolidated Net
Worth;

              
	 
      	 
      
	 
      	
                “Total Loss” means, in
      relation to a Ship:

              
	 
      	 
      
	 
      	
                (a)

              	
                actual,
      constructive, compromised, agreed or arranged total loss of such
      Ship;

              
	 
      	 
      	 
      
	 
      	
                (b)

              	
                any
      expropriation, confiscation, requisition or acquisition of such Ship,
      whether for full consideration, a consideration less than her proper
      value, a nominal consideration or without any consideration, which is
      effected by any government or official authority or by any person or
      persons claiming to be or to represent a government or official authority,
      excluding a requisition for hire for a fixed period not exceeding one year
      without any right to an extension;

              
	 
      	 
      	 
      
	 
      	
                (c)

              	
                any
      final and non-appealable condemnation of such Ship by any tribunal or by
      any person or persons claiming to be a tribunal; or

              
	 
      	 
      	 
      
	 
      	
                (d)

              	
                any
      capture, seizure or detention of such Ship (including any hijacking or
      theft) unless she is within 45 days redelivered to the full control of its
      owner;

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

              
	 
      	 
      	 
      
	 
      	
                (a)

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

              
	 
      	 
      	 
      
	 
      	
                (b)

              	
                in
      the case of a constructive, compromised, agreed or arranged total loss of
      such Ship, the earliest of:

              
	 
      	 
      	 
      


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      
        	 
      	 
      	
                (i)

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

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (ii)

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

              
	 
      	 
      	 
      	 
      
	 
      	
                (c)

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

              
	 
      	 
      	 
      
	 
      	
                “Tranche A
      Loan” has the meaning
      assigned such term in the recitals;

              
	 
      	 
      
	 
      	
                “Tranche A Loan
      Note” means a
      promissory note of the Borrower, substantially in the form of Appendix H-1
      hereto, payable to the order of the Agent evidencing the aggregate
      indebtedness of the Borrower under the Tranche A Loan;

              
	 
      	 
      
	 
      	
                “Tranche B
      Loan” has the meaning
      assigned such term in the recitals;

              
	 
      	 
      
	 
      	
                “Tranche B Loan
      Note” means a
      promissory note of the Borrower, substantially in the form of Appendix H-2
      hereto, payable to the order of the Agent evidencing the aggregate
      indebtedness of the Borrower under the Tranche B Loan;

              
	 
      	 
      
	 
      	
                “Tranches” means, collectively, the Tranche
      A Loan and the Tranche B Loan, and in the singular means either one of
      them;

              
	 
      	 
      
	 
      	
                “Transaction” has the
      meaning assigned such term in the Master Agreement; and

              
	 
      	 
      
	 
      	
                “TRENTON” means the
      1995-built bulk carrier of 75,229 deadweight tons registered in the name
      of Oceanship under Cypriot flag with the name “TRENTON” and IMO Number
      9083524.

              
	 
      	 
      
	
                1.2

              	
                Construction of certain
      terms.  In this Agreement:

              
	 
      	 
      
	 
      	
                “asset” includes every
      kind of property, asset, interest or right, including any present, future
      or contingent right to any revenues or other payment;

              
	 
      	 
      
	 
      	
                “company” includes any
      corporation, limited liability company, partnership, joint venture,
      unincorporated association, joint stock company and
  trust;

              
	 
      	 
      
	 
      	
                “consent” includes an
      authorization, consent, approval, resolution, license, exemption, filing,
      registration, notarization and/or legalization;

              
	 
      	 
      
	 
      	
                “contingent
      liability” means a liability
      which is not certain to arise and/or the amount of which remains
      unascertained;

              
	 
      	 
      
	 
      	
                “document” includes a
      deed; also a letter, whether in paper or digital form, fax or
      telex;

              
	 
      	 
      
	 
      	
                “expense” means any kind
      of cost, charge or expense (including all legal costs, charges and
      expenses) and any applicable value added or other
  tax;

              


      

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	 
      	
                “law” includes any form
      of delegated legislation, any order or decree, any treaty or international
      convention and any regulation or resolution of the United States of
      America, any state thereof, the Council of the European Union, the
      European Commission, the United Nations or its Security Council or any
      other Pertinent Jurisdiction;

              
	 
      	 
      
	 
      	
                “legal or administrative
      action” means any legal proceeding or arbitration and any
      administrative or regulatory action or investigation;

              
	 
      	 
      
	 
      	
                “liability” includes
      every kind of debt or liability (present or future, certain or
      contingent), whether incurred as principal or surety or
      otherwise;

              
	 
      	 
      
	 
      	
                “months” shall be
      construed in accordance with Clause 1.3;

              
	 
      	 
      
	 
      	
                “parent company” has the
      meaning assigned such term in Clause 1.4;

              
	 
      	 
      
	 
      	
                “person” includes natural
      persons, any company; any state, political sub-division of a state and
      local or municipal authority; and any international
      organization;

              
	 
      	 
      
	 
      	
                “regulation” includes any
      regulation, rule, official directive, request or guideline whether or not
      having the force of law of any governmental, intergovernmental or
      supranational body, agency, department or regulatory, self-regulatory or
      other authority or organization;

              
	 
      	 
      
	 
      	
                “subsidiary” has the
      meaning assigned such term in Clause 1.4;

              
	 
      	 
      
	 
      	
                “successor” includes any
      person who is entitled (by assignment, novation, merger or otherwise) to
      any other person’s rights under this Agreement or any other Finance
      Document (or any interest in those rights) or who, as administrator,
      liquidator or otherwise, is entitled to exercise those rights; and in
      particular references to a successor include a person to whom those rights
      (or any interest in those rights) are transferred or pass as a result of a
      merger, division, reconstruction or other reorganization of it or any
      other person;

              
	 
      	 
      
	 
      	
                “tax” includes any
      present or future tax, duty, impost, levy or charge of any kind which is
      imposed by any state, any political sub-division of a state or any local
      or municipal authority (including any such imposed in connection with
      exchange controls), and any connected penalty, interest or
      fine.

              
	 
      	 
      
	
                1.3

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

              
	 
      	 
      
	
                (a)

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

              
	 
      	 
      
	
                (b)

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

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

              


      

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                1.4

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

              
	 
      	 
      
	
                (a)

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

              
	 
      	 
      
	
                (b)

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

              
	 
      	 
      
	
                (c)

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

              
	 
      	 
      
	
                (d)

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

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

              
	 
      	 
      
	
                1.5

              	
                General
      Interpretation.

              
	 
      	 
      
	
                (a)

              	
                Agreement:

              
	 
      	 
      
	 
      	
                (i)

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

              
	 
      	 
      	 
      
	 
      	
                (ii)

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

              
	 
      	 
      	 
      
	 
      	
                (iii)

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

              
	 
      	 
      	 
      
	 
      	
                (iv)

              	
                Clauses
      1.1 to 1.4 and paragraph (a) of this Clause 1.5 apply unless the contrary
      intention appears;

              
	 
      	 
      	 
      
	
                (b)

              	
                References
      in Clause 1.1 to a document being in the form of a particular Appendix or
      Schedule include references to that form with any modifications to that
      form which the Agent approves or reasonably requires;
  and

              
	 
      	 
      
	
                (c)

              	
                The
      clause headings shall not affect the interpretation of this
      Agreement.

              
	 
      	 
      
	
                1.6

              	
                Accounting
      Terms.  Unless otherwise specified herein, all accounting
      terms used in this Agreement and in the other Finance Documents shall be
      interpreted, and all financial statements and certificates and reports as
      to financial matters required to be delivered to the Agent or to the
      Lenders under this Agreement shall be prepared, in accordance with
      generally accepted accounting principles for the United States (“GAAP”) as from time to
      time in effect.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	 
      
	
                1.7

              	
                Certain Matter Regarding
      Materiality.  To the extent that any representation,
      warranty, covenant or other undertaking of an Obligor in this Agreement or
      any other Finance Document is qualified by reference to those which are
      not reasonably expected to result in a “material adverse effect” or
      language of similar import, no inference shall be drawn therefrom that any
      Agent or any Lender or any other Credit Party has knowledge or approves of
      any noncompliance by such Obligor with any governmental
    rule.

              
	 
      	 
      
	
                2

              	
                FACILITY

              
	 
      	 
      
	
                2.1

              	
                Amount of
      facility.  Subject to the other provisions of this
      Agreement (including without limitation Clause 24), the Lenders severally
      agree to make available to the Borrower a loan facility in the aggregate
      principal amount of up to $325,000,000 divided into two Tranches as
      follows:

              
	 
      	 
      
	
                (a)

              	
                the
      Tranche A Loan, which shall be in a principal amount of up to
      $200,000,000; provided
      that a maximum principal amount of $122,000,000 shall be available
      until delivery of the RICHMOND and PINK SANDS (or another vessel of
      similar or better age, type, quality, condition and value acceptable to
      the Majority Lenders), whereupon an additional $48,000,000 (in the case of
      the RICHMOND) and $30,000,000 (in the case of the PINK SANDS or another
      vessel of similar or better age, type, quality, condition and value
      acceptable to the Majority Lenders) shall become available;
      and

              
	 
      	 
      
	
                (b)

              	
                the
      Tranche B Loan, which shall be in a principal amount of up to $125,000,000
      (provided that the
      Commitments in respect of the Tranche B Loan shall be reduced on the third
      anniversary of the Closing Date by an amount equal to the undrawn amount
      (if any) of the Tranche B Loan on such date).

              
	 
      	 
      
	
                2.2

              	
                Advances.  Each
      Tranche of the loan facility shall be made available to the Borrower in
      multiple Advances on any Business Day from time to time during the
      applicable Availability Period, provided that each
      Advance shall be in an amount of not less than
  $1,000,000.

              
	 
      	 
      
	
                2.3

              	
                Lenders’
      participations.  Subject to the other provisions of this
      Agreement, each Lender shall participate in each Advance in an amount
      equal to its Ratable Portion of such Advance as at the relevant Drawdown
      Date.

              
	 
      	 
      
	
                2.4

              	
                Purpose of
      Loan.  The Borrower undertakes to use the Loan only for
      the purposes stated in the recitals to this Agreement.

              
	 
      	 
      
	
                3

              	
                DRAWDOWN

              
	 
      	 
      
	
                3.1

              	
                Request for an
      Advance.  Subject to the following conditions, the
      Borrower may request an Advance or multiple Advances to be made by
      delivering to the Agent a completed Drawdown Notice in respect of such
      Advance or Advances not later than 11:00 a.m. (New York time) five (5)
      Business Days prior to the Expected Drawdown Date thereof.  The
      Agent shall promptly notify the Lenders that it has received a Drawdown
      Notice and shall inform each Lender of:

              
	 
      	 
      
	
                (a)

              	
                the
      amount of the requested Advance(s), the Expected Drawdown Date and the
      Tranche(s) to which such Advance(s)
relate(s);

              


      

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                (b)

              	
                the
      amount of each Lender’s Ratable Portion of such Advance(s);
      and

              
	 
      	 
      
	
                (c)

              	
                the
      duration of the first Interest Period applicable to such
      Advance(s).

              
	 
      	 
      
	
                3.2

              	
                Conditions to
      availability.  The conditions referred to in Clause 3.1
      are that:

              
	 
      	 
      
	
                (a)

              	
                the
      Expected Drawdown Date and Actual Drawdown Date must be a Business Day
      during the applicable Availability Period;

              
	 
      	 
      
	
                (b)

              	
                in
      respect of the Tranche B Loan:

              
	 
      	 
      
	 
      	
                (i)

              	
                there
      shall be no more than two Advances in respect of each Additional Ship to
      finance (A) any deposit of up to 10% of the purchase price stated in the
      relevant Additional Ship MOA and (B) the balance of such purchase price
      remaining due after deduction of any amount advanced to pay the deposit;
      and

              
	 
      	 
      	 
      
	 
      	
                (ii)

              	
                the
      aggregate outstanding principal amount of the Tranche A Loan and the
      Tranche B Loan (on a pro forma basis after giving effect to the proposed
      Advance in respect of the Tranche B Loan) shall not exceed 60% of the
      aggregate Fair Market Value of the Ships;

              
	 
      	 
      	 
      
	
                (c)

              	
                the
      outstanding principal amount of each Tranche of the Loan shall not exceed
      the amounts stated in Clause 2.1 for such Tranche (or the Commitments in
      respect of such Tranche);

              
	 
      	 
      
	
                (d)

              	
                each
      Advance shall be in an amount of not less than $1,000,000 and there shall
      be nor more than eight (8) Advances outstanding at any time;
      and

              
	 
      	 
      
	
                (e)

              	
                the
      applicable conditions precedent stated in Clause 8 hereof shall have been
      satisfied or waived as provided therein.

              
	 
      	 
      
	
                3.3

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

              
	 
      	 
      
	
                3.4

              	
                Disbursement of an
      Advance.  Subject to the provisions of this
      Agreement:

              
	 
      	 
      
	
                (a)

              	
                Each
      Lender shall before 11:00 a.m. (New York City time) make its Ratable
      Portion of each Advance available to the Agent, for the account of the
      Borrower, on and with the value date of the Expected Drawdown Date for
      such Advance.  After the Agent’s receipt of such funds and upon
      fulfillment or waiver of the applicable conditions set forth in Clause 8
      hereof, the Agent will make such funds available to the Borrower by paying
      such funds to such account(s) which the Borrower specifies in the Drawdown
      Notice.  The payment by the Agent under this Clause 3.4 to such
      account(s) shall constitute the making of an Advance to the Borrower and
      the Borrower shall thereupon become indebted to each Lender in an amount
      equal to such Lender’s Ratable Portion of each
  Advance.

              


      

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                (b)

              	
                Unless
      the Agent shall have received notice from a Lender prior to the relevant
      Expected Drawdown Date that such Lender will not make available to the
      Agent such Lender’s Ratable Portion of an Advance, the Agent may assume,
      or at its option request confirmation from such Lender, that such Lender
      has made its Ratable Portion available to the Agent on such date in
      accordance with subsection (a) of this Clause 3.4 and the Agent may in its
      sole discretion, in reliance upon such assumption or confirmation (as the
      case may be), make available to the Borrower (by paying such funds to such
      account(s) which the Borrower specifies in the Drawdown Notice) on such
      date a corresponding amount.  If and to the extent that such
      Lender shall not have so made such Ratable Portion available to the Agent,
      such Lender and the Borrower (but without duplication) severally agree to
      repay to the Agent forthwith on demand such corresponding amount, together
      with interest thereon, for each day from the date such amount is made
      available to the Borrower by the Agent until the date such amount is
      repaid to the Agent, at the LIBOR rate for overnight or weekend
      deposits.  If such Lender shall pay to the Agent such
      corresponding amount, such amount so paid shall constitute such Lender’s
      Ratable Portion of such Advance for purposes of this
      Agreement.  Nothing in this Clause 3.4(b) shall be deemed to
      relieve any Lender of its obligation to make Advances to the extent
      provided in this Agreement.

              
	 
      	 
      
	
                (c)

              	
                In
      the event that the Borrower is required to repay all or a portion of an
      Advance pursuant to Clause 3.4(b), as between the Borrower and the
      defaulting Lender, the liability for any breakage costs as described in
      Clause 16.2 shall be borne by the defaulting Lender, provided that if the
      defaulting Lender has not paid any such breakage costs upon demand by the
      Agent therefor, the Borrower shall pay such breakage costs upon demand by
      the Agent and the Borrower shall be entitled to recover from the
      defaulting Lender any such payment for breakage costs made by the
      Borrower.

              
	 
      	 
      
	
                3.5

              	
                Notation of Advances on
      Notes.  Each Advance of a Tranche made by the Lenders to
      the Borrower may be evidenced by a notation of the same made by the Agent
      on the grid attached to the relevant Note, which notation, absent manifest
      error, shall be prima
      facie evidence of the amount of the relevant
    Advance.

              
	 
      	 
      
	
                4

              	
                INTEREST

              
	 
      	 
      
	
                4.1

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

              
	 
      	 
      
	
                4.2

              	
                Payment of normal
      interest.  Subject to the provisions of this Agreement,
      interest on each Advance of a Tranche or any part thereof in respect of
      each Interest Period shall be paid by the Borrower on the last day of that
      Interest Period.

              
	 
      	 
      
	
                4.3

              	
                Payment of accrued
      interest.  In the case of an Interest Period longer than
      three (3) months, accrued interest shall be paid in arrears on the last
      day of every three (3) month period during that Interest Period and on the
      last day of that Interest Period.

              
	 
      	 
      
	
                4.4

              	
                Notification of interest
      rate.  The Agent shall notify the Borrower and each
      Lender of the rate of interest as soon as it is
  determined.

              
	 
      	 
      
	
                4.5

              	
                Notification of market
      disruption.  The Agent shall promptly notify the Borrower
      if:

              
	 
      	 
      
	
                (a)

              	
                it
      is unable to determine LIBOR;

              


      

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                (b)

              	
                at
      least one (1) Business Day before the start of an Interest Period, Lenders
      having Commitments amounting to more than 50% of the Total Commitments
      notify the Agent that LIBOR fixed by the Agent would not accurately
      reflect the cost to those Lenders of funding their respective Ratable
      Portion (or any part of them) during the Interest Period in the London
      Interbank Market at or about 11:00 a.m. (London time) on the Quotation
      Date for the Interest Period; or

              
	 
      	 
      
	
                (c)

              	
                if
      for any reason a Lender (the “Affected Lender”) is
      unable to obtain Dollars in the London Interbank Market in order to fund
      all or any part of its Ratable Portion of an Advance or Advances during
      any Interest Period,

              
	 
      	 
      
	 
      	
                stating
      the circumstances which have caused such notice to be
    given.

              
	 
      	 
      
	
                4.6

              	
                Suspension of
      drawdown.  If the Agent’s notice under Clause 4.5 is
      served before an Advance is made, then while the circumstances referred to
      in the Agent’s notice continue:

              
	 
      	 
      
	
                (a)

              	
                in
      the case of Clause 4.5(a) or (b), each Lender’s obligation to make its
      Ratable Portion of such Advance; and

              
	 
      	 
      
	
                (b)

              	
                in
      the case of Clause 4.5(c), the Affected Lender’s obligation to make its
      Ratable Portion of such Advance,

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

              
	 
      	 
      
	
                4.7

              	
                Negotiation of alternative rate
      of interest.  If the Agent’s notice under Clause 4.5 is
      served after an Advance is made, the Borrower, the Agent and the Lenders
      or (as the case may be) the Affected Lender shall use reasonable endeavors
      to agree, within the 30 days after the date on which the Agent serves its
      notice under Clause 4.5 (the “Negotiation Period”), an
      alternative interest rate or (as the case may be) an alternative basis for
      each Lender or (as the case may be) the Affected Lender to fund or
      continue to fund their Ratable Portion of the relevant Advance or Advances
      during the Interest Period concerned.

              
	 
      	 
      
	
                4.8

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

              
	 
      	 
      
	
                4.9

              	
                Alternative rate of interest in
      absence of agreement.  If an alternative interest rate or
      alternative basis is not agreed within the Negotiation Period, and the
      relevant circumstances are continuing at the end of the Negotiation
      Period, then the Agent shall set an interest period and interest rate
      representing the cost of funding of the Lenders or (as the case may be)
      the Affected Lender in Dollars or in any available currency of their or
      its Ratable Portion of the relevant Advance or Advances plus the
      applicable Margin; and the procedure provided for by this Clause 4.9 shall
      be repeated if the relevant circumstances are continuing at the end of the
      interest period so set by the Agent.

              
	 
      	 
      
	
                4.10

              	
                Notice of
      prepayment.  If the Borrower does not agree with an
      interest rate set by the Agent under Clause 4.9, the Borrower may give the
      Agent not less than five (5) Business Days’ notice of their intention to
      prepay (without premium or penalty) the relevant Advance or Advances at
      the end of the interest period set by the
Agent.

              


      

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                4.11

              	
                Prepayment.  A
      notice under Clause 4.10 shall be irrevocable.  The Agent shall
      promptly notify the Lenders or (as the case may be) the Affected Lender of
      the Borrower’s notice of intended prepayment and:

              
	 
      	 
      
	
                (a)

              	
                on
      the date on which the Agent so notifies the Lenders or (as the case may
      be) the Affected Lender, the Total Commitments or (as the case may be) the
      Commitment of the Affected Lender shall be cancelled;
  and

              
	 
      	 
      
	
                (b)

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

              
	 
      	 
      
	
                4.12

              	
                Application of
      prepayment.  The relevant provisions of Clause 7.5 shall
      apply in relation to the prepayment.

              
	 
      	 
      
	
                4.13

              	
                Designated
      Transactions.  The Borrower may enter into Designated
      Transactions with the Swap Bank in an aggregate notional principal amount
      of up to or equal to the aggregate principal amount of the Loan
      outstanding from time to time on such terms as the Swap Bank and the
      Borrower shall agree.  The Borrower hereby agrees and undertakes
      throughout the Security Period not to conclude Designated Transactions
      which would result, at any time during the Security Period, in the
      notional principal amount of all Designated Transactions then remaining
      exceeding the amount of the Loan, as reduced from time to time pursuant to
      Clause 7.

              
	 
      	 
      
	
                5

              	
                INTEREST
      PERIODS

              
	 
      	 
      
	
                5.1

              	
                Duration of normal Interest
      Periods.  Subject to Clauses 5.2, 5.3 and 5.4, each
      Interest Period shall be:

              
	 
      	 
      
	
                (a)

              	
                1,
      2, 3 or 6 months, as notified by the Borrower to the Agent not later than
      11:00 a.m. (New York time) five (5) Business Days before the commencement
      of the Interest Period (provided that for any
      Interest Period longer than 3 months, interest shall be paid as required
      by Clause 4.3); or

              
	 
      	 
      
	
                (b)

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

              
	 
      	 
      
	
                (c)

              	
                such
      other period as the Majority Lenders may agree with the
      Borrower.

              
	 
      	 
      
	
                5.2

              	
                Duration of Interest Periods
      overrunning Repayment Date.  If the Borrower has selected
      an Interest Period which would overrun a Repayment Date or Repayment
      Dates, then:

              
	 
      	 
      
	
                (a)

              	
                in
      the case of the final Repayment Date, the Interest Period shall end on the
      final Repayment Date; and

              
	 
      	 
      
	
                (b)

              	
                in
      the case of any other Repayment Date, the Loan shall be divided so
      that:

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	 
      
	 
      	
                (i)

              	
                the
      amount of each repayment installment (or, as the case may be, the
      aggregate amount of installments payable on the same date pursuant to the
      relevant provisions of Clause 7) falling due before the end of the
      Interest Period selected shall have an Interest Period ending on the
      Repayment Date on which it falls (or, as the case may be, they fall) due;
      and

              
	 
      	 
      	 
      
	 
      	
                (ii)

              	
                the
      balance of the Loan from time to time outstanding during such Interest
      Period shall have an Interest Period ascertained in accordance with the
      provisions of Clause 5.1;

              
	 
      	 
      	 
      
	 
      	
                and
      for this purpose alone may there be Interest Periods of different lengths
      in relation to the Loan.

              
	 
      	 
      
	
                5.3

              	
                Duration of first Interest
      Period; Consolidation of Interest Periods.

              
	 
      	 
      
	
                (a)

              	
                The
      first Interest Period of all Advances made on the Closing Date shall
      commence on the Closing Date and shall expire on November 1,
      2007.

              
	 
      	 
      
	
                (b)

              	
                The first Interest Period of any
      Advance made on any date other than the Closing Date (a “Subsequent
      Advance”) but prior
      to November 1, 2007 shall commence on the Actual Drawdown Date of such
      Subsequent Advance and shall expire on November 1,
      2007.

              
	 
      	 
      
	
                (c)

              	
                The
      Interest Period for each Advance outstanding on or after November 1, 2007
      shall commence on the expiry of the preceding Interest Period applicable
      to such Advance and end on the last day of the Interest Period selected for each Advance by the
      Borrower pursuant to the provisions of Clause
  5.1.

              
	 
      	 
      
	
                5.4

              	
                Non-availability of matching
      deposits for Interest Period selected.  If, after the
      Borrower has selected and the Lenders have agreed an Interest Period
      longer than 3 months, any Lender notifies the Agent by 11:00 a.m. (New
      York time) on the second Business Day before the commencement of that
      Interest Period that it is not satisfied that deposits in Dollars for a
      period equal to that Interest Period will be available to it in the London
      Interbank Market when that Interest Period commences, that Interest Period
      shall be of 3 months.

              
	 
      	 
      
	
                6

              	
                DEFAULT
      INTEREST

              
	 
      	 
      
	
                6.1

              	
                Payment of default interest on
      overdue amounts.  The Borrower shall pay interest in
      accordance with the following provisions of this Clause 6 on any amount
      payable by the Borrower under any Finance Document which a Credit Party or
      a designated payee of such Credit Party does not receive on or before the
      relevant date, that is:

              
	 
      	 
      
	
                (a)

              	
                the
      date on which a Finance Document provides that such amount is due for
      payment;

              
	 
      	 
      
	
                (b)

              	
                if
      a Finance Document provides that such amount is payable on demand, the
      date on which the demand is served; or

              
	 
      	 
      
	
                (c)

              	
                if
      such amount has become immediately due and payable under Clause 14.2, the
      date on which it became immediately due and
  payable.

              


      

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                6.2

              	
                Rate of default
      interest.  Interest shall accrue on an overdue amount
      from (and including) the relevant date until the date of actual payment
      (as well after as before judgment) at the rate per annum determined by the
      Agent to be 2 percent plus the Margin plus LlBOR for a period of 1 month
      (determined by the Agent on the first Business Day of each calendar
      month).

              
	 
      	 
      
	
                6.3

              	
                Notification of rates of
      default interest.  The Agent shall promptly notify the
      Borrower of each interest rate determined by the Agent under Clause 6.2;
      but this shall not be taken to imply that the Borrower is liable to pay
      such interest only with effect from the date of the Agent’s
      notification.

              
	 
      	 
      
	
                6.4

              	
                Payment of accrued default
      interest.  Subject to the other provisions of this
      Agreement, any interest due under this Clause shall be paid on
      demand.

              
	 
      	 
      
	
                6.5

              	
                Compounding of default
      interest.  Any such interest which is not paid on the
      date on which it is due for payment shall thereupon be compounded
      daily.

              
	 
      	 
      
	
                6.6

              	
                Application to Master
      Agreement.  For the avoidance of doubt, this Clause 6
      does not apply to any amount payable under the Master Agreement in respect
      of any continuing Designated Transaction as to which Section 2(e) (Default
      Interest; Other Amounts) of that Master Agreement shall
    apply.

              
	 
      	 
      
	
                7

              	
                REDUCTION,
      REPAYMENT, PREPAYMENT AND CANCELLATION

              
	 
      	 
      
	
                7.1

              	
                Reduction
      of Tranche A Loan Commitments.

              
	 
      	 
      
	
                (a)

              	
                The
      Commitments in respect of the Tranche A Loan shall be reduced by 16 semi-annual reductions,
      as follows:

              


      

      


       

      
        	
                Reduction #

              	
                Date

              	
                Amount

              	
                Outstanding

              
	 
      	 
      	 
      	
                $200,000,000

              
	
                1

              	
                1-Apr-08

              	
                $8,500,000

              	
                $191,500,000

              
	
                2

              	
                1-Oct-08

              	
                $8,500,000

              	
                $183,000,000

              
	
                3

              	
                1-Apr-09

              	
                $11,000,000

              	
                $172,000,000

              
	
                4

              	
                1-Oct-09

              	
                $11,000,000

              	
                $161,000,000

              
	
                5

              	
                1-Apr-10

              	
                $11,000,000

              	
                $150,000,000

              
	
                6

              	
                1-Oct-10

              	
                $11,000,000

              	
                $139,000,000

              
	
                7

              	
                1-Apr-11

              	
                $11,000,000

              	
                $128,000,000

              
	
                8

              	
                1-Oct-11

              	
                $11,000,000

              	
                $117,000,000

              
	
                9

              	
                1-Apr-12

              	
                $11,000,000

              	
                $106,000,000

              
	
                10

              	
                1-Oct-12

              	
                $11,000,000

              	
                $95,000,000

              
	
                11

              	
                1-Apr-13

              	
                $11,000,000

              	
                $84,000,000

              
	
                12

              	
                1-Oct-13

              	
                $11,000,000

              	
                $73,000,000

              
	
                13

              	
                1-Apr-14

              	
                $11,000,000

              	
                $62,000,000

              
	
                14

              	
                1-Oct-14

              	
                $11,000,000

              	
                $51,000,000

              
	
                15

              	
                1-Apr-15

              	
                $11,000,000

              	
                $40,000,000

              
	
                16

              	
                1-Oct-15

              	
                $40,000,000

              	
                $0

              


      

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                (b)

              	
                Each
      reduction in the Commitments in respect of the Tranche A Loan pursuant to
      this Clause 7.1 shall cause the amount of such Commitments to be
      permanently reduced by the amount of the reduction.

              
	 
      	 
      
	
                (c)

              	
                The
      Borrower shall ensure that at all times the aggregate outstanding amount
      of the Advances in respect of the Tranche A Loan is not greater than the
      then applicable Commitments in respect of the Tranche A Loan and, without
      prejudice to the generality of the foregoing, the Borrower shall if
      necessary prepay some or all of the outstanding Advances in respect of the
      Tranche A Loan so that the aggregate outstanding amount of such Advances
      does not (taking into account the scheduled reduction of the Commitments
      in respect of the Tranche A Loan) exceed the Commitments in respect of the
      Tranche A Loan as reducing from time to time thereafter pursuant to this
      Clause 7.1.  For the avoidance of doubt, any amounts prepaid
      pursuant to this Clause 7.1(c) may not be reborrowed.

              
	 
      	 
      
	
                7.2

              	
                Repayment of Tranche A
      Loan.

              
	 
      	 
      
	
                (a)

              	
                The
      Borrower shall repay each Advance of the Tranche A Loan to the Agent for
      the account of the Lenders on the last day of the Interest Period in
      respect of such Advance unless the Borrower selects a further Interest
      Period for such Advance in accordance with Clause 5; provided that the
      Borrower shall not be permitted to select such a further Interest Period
      if an Event of Default has occurred and is continuing.

              
	 
      	 
      
	
                (b)

              	
                The
      Borrower shall repay all outstanding Advances in respect of the Tranche A
      Loan on the Maturity Date.

              
	 
      	 
      
	
                7.3

              	
                Repayment of Tranche B
      Loan.

              
	 
      	 
      
	
                (a)

              	
                The
      Borrower shall repay the Tranche B Loan in 15 semi-annual installments, as
      follows:

              


      

      


       

      
        	
                Repayment #

              	
                Date

              	
                Amount

              	
                Outstanding

              
	 
      	 
      	 
      	
                $125,000,000

              
	
                1

              	
                1-Jan-09

              	
                $6,944,444

              	
                $118,055,556

              
	
                2

              	
                1-Jul-09

              	
                $6,944,444

              	
                $111,111,111

              
	
                3

              	
                1-Jan-10

              	
                $6,944,444

              	
                $104,166,667

              
	
                4

              	
                1-Jul-10

              	
                $6,944,444

              	
                $97,222,222

              
	
                5

              	
                1-Jan-11

              	
                $6,944,444

              	
                $90,277,778

              
	
                6

              	
                1-Jul-11

              	
                $6,944,444

              	
                $83,333,333

              
	
                7

              	
                1-Jan-12

              	
                $6,944,444

              	
                $76,388,889

              
	
                8

              	
                1-Jul-12

              	
                $6,944,444

              	
                $69,444,444

              
	
                9

              	
                1-Jan-13

              	
                $6,944,444

              	
                $62,500,000

              
	
                10

              	
                1-Jul-13

              	
                $6,944,444

              	
                $55,555,556

              
	
                11

              	
                1-Jan-14

              	
                $6,944,444

              	
                $48,611,111

              
	
                12

              	
                1-Jul-14

              	
                $6,944,444

              	
                $41,666,667

              
	
                13

              	
                1-Jan-15

              	
                $6,944,444

              	
                $34,722,222

              
	
                14

              	
                1-Jul-15

              	
                $6,944,444

              	
                $27,777,778

              
	
                15

              	
                1-Oct-15

              	
                $27,777,778

              	
                $0

              


      

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                (b)

              	
                Each
      repayment installment pursuant to this Clause 7.3 shall cause the amount
      of the Commitments in respect of the Tranche B Loan to be permanently
      reduced by the amount of such repayment installment.

              
	 
      	 
      
	
                7.4

              	
                Repayment of additional amounts
      on Maturity Date.  On the Maturity Date, the Borrower
      shall additionally pay to the Agent for the account of the Credit Parties
      all other sums then accrued or owing under any Finance
      Document.

              
	 
      	 
      
	
                7.5

              	
                Voluntary
      prepayment.  Subject to the conditions stated in Clause
      7.6, the Borrower may prepay the whole or any part of either Tranche of
      the Loan on the last day of an Interest Period.  Any partial
      prepayment under this Clause 7.5 shall be applied to the prepayment on a
      pro rata basis of
      the outstanding Advances of the Tranche(s) designated by the Borrower in a
      notice of prepayment to be prepaid and, in the case of the Tranche B Loan,
      the remaining repayment installments due thereunder shall be recalculated
      by the Agent and promptly advised to the Borrower.

              
	 
      	 
      
	
                7.6

              	
                Conditions for voluntary
      prepayment.  The conditions referred to in Clause 7.5 are
      that:

              
	 
      	 
      
	
                (a)

              	
                a
      partial prepayment shall be $1,000,000 or a higher integral multiple
      thereof;

              
	 
      	 
      
	
                (b)

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

              
	 
      	 
      
	
                (c)

              	
                the
      Borrower has provided evidence satisfactory to the Agent that any consent
      required by the Borrower in connection with the prepayment has been
      obtained and remains in force, and that any regulation relevant to this
      Agreement which affects the Borrower has been complied with (which may be
      satisfied by the Borrower certifying that no consents are required and
      that no regulations need to be complied with).

              
	 
      	 
      
	
                7.7

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

              
	 
      	 
      
	
                7.8

              	
                Notification to Lenders of
      notice of prepayment.  The Agent shall notify the Lenders
      promptly upon receiving a prepayment notice, and shall provide any Lender
      which so requests with a copy of any document delivered by the Borrower
      under Clause 7.6(c).

              
	 
      	 
      
	
                7.9

              	
                Mandatory Commitment reduction
      and prepayment on sale or Total Loss.

              
	 
      	 
      
	
                (a)

              	
                If
      a Ship is sold or becomes a Total Loss, then except as provided in Clause
      7.9(b), the then applicable Total Commitments shall be reduced by an
      amount (the “Mandatory
      Commitment Reduction Amount”) equal to such Total Commitments
      multiplied by the Mandatory Prepayment Ratio.  The Mandatory
      Commitment Reduction Amount shall then be applied on a pro rata basis to each
      Tranche of the Loan to permanently reduce the Total Commitments in respect
      of each such Tranche and:

              
	 
      	 
      
	 
      	
                (i)

              	
                with
      respect to the Tranche A Loan, the amount of the remaining scheduled
      semi-annual Commitment reductions under Clause 7.1 shall be permanently
      reduced on a pro
      rata basis; and

              


      

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	 
      	
                (ii)

              	
                the
      Borrower shall prepay such amount of the Advances in respect of each
      Tranche of the Loan which exceeds the amount of the reduced Total
      Commitments of such Tranche.

              
	 
      	 
      	 
      
	 
      	
                The
      Borrower shall make any mandatory prepayment that is due under this Clause
      7.9(a):

              
	 
      	 
      	 
      
	 
      	
                (1)

              	
                in
      the case of a sale, on or before the date on which the sale is completed
      by delivery of the Ship to the buyer; or

              
	 
      	 
      	 
      
	 
      	
                (2)

              	
                the
      case of a Total Loss, on the earlier of the date falling 120 days after
      the Total Loss Date and the date of receipt by the Security Trustee of the
      proceeds of insurance relating to such Total Loss.

              
	 
      	 
      	 
      
	 
      	
                Any
      prepayment under Clause 7.9(a)(ii) shall be applied to the prepayment on a
      pro rata basis of
      the outstanding Advances of the Tranche(s) requiring prepayment and, in
      the case of the Tranche B Loan, the remaining repayment installments due
      thereunder shall be recalculated by the Agent and promptly advised to the
      Borrower.

              
	 
      	 
      
	
                (b)

              	
                Notwithstanding
      the provisions of Clause 7.9(a), if a Ship is sold or becomes a Total Loss
      the Borrower may elect to cause the sale proceeds or insurance proceeds
      (as the case may be) to be deposited with and held by the Security Trustee
      in its sole control as Collateral for the Secured
    Liabilities:

              
	 
      	 
      
	 
      	
                (i)

              	
                in
      the case of a sale, on the date on which the sale is completed by delivery
      of such Ship to the buyer; or

              
	 
      	 
      	 
      
	 
      	
                (ii)

              	
                the
      case of a Total Loss, on the earlier of the date falling 120 days after
      the Total Loss Date and the date of receipt by the Security Trustee of the
      proceeds of insurance relating to such Total Loss.

              
	 
      	 
      	 
      
	 
      	
                The
      Borrower hereby pledges, assigns, transfers and sets over unto the
      Security Trustee absolutely, for and on behalf of the Lenders and the Swap
      Bank, and hereby grants to the Security Trustee a continuing, first
      priority security interest in and to all of the Borrowers’ right, title
      and interest under, in and to such sale proceeds or insurance proceeds (as
      the case may be).

              
	 
      	 
      
	 
      	
                If
      within 90 days after the date on which the sale of the relevant Ship is
      completed or 180 days after the Total Loss Date (as the case may be) the
      Borrower or a Replacement Ship Owner (as the case may be) (i) purchases a
      vessel (a “Replacement
      Ship”) that, in the reasonable discretion of the Majority Lenders,
      is of the same or better type, age, quality and condition as the Ship that
      was lost or sold and (ii) executes (or causes the execution of) such
      Finance Documents in respect of such Replacement Ship and Replacement Ship
      Owner (including, without limitation, a Share Pledge in respect of the
      capital stock of such Replacement Ship Owner) as the Agent may request,
      then the Security Trustee, upon the written request of the Borrower, shall
      release such sale proceeds or insurance proceeds (as the case may be) held
      by it to the Borrower and no Commitment reduction or prepayment shall be
      required under Clause 7.9(a) in respect of the Tranche A Loan or, during
      the period between the Closing Date and the fifth (5th) Business Day
      preceding the third anniversary thereof, the Tranche B
    Loan.

              


      

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	 
      	
                If,
      however, the Borrower or a Replacement Ship Owner (as the case may be)
      does not purchase a Replacement Ship within 90 days after the date on
      which the sale of the relevant Ship is completed or 180 days after the
      Total Loss Date (as the case may be), then the sale proceeds or insurance
      proceeds (as the case may be) deposited with and held by the Security
      Trustee shall be applied by the Security Trustee and the Total Commitments
      shall be reduced as required under Clause 7.9(a).

              
	 
      	 
      
	
                7.10

              	
                Amounts payable on
      prepayment.  A prepayment shall be made together with
      accrued interest (and any other amount payable under Clause 16.1 below or
      otherwise) in respect of the amount prepaid and, if the prepayment is not
      made on the last day of an Interest Period, together with any sums payable
      under Clause 16.2, but without premium or penalty.

              
	 
      	 
      
	
                7.11.

              	
                Reborrowing.  Subject
      to the terms of this Agreement, any amount repaid or
    prepaid:

              
	 
      	 
      
	
                (a)

              	
                in
      respect of the Tranche A Loan may be reborrowed during the Availability
      Period applicable to the Tranche A Loan; and

              
	 
      	 
      
	
                (b)

              	
                in
      respect of the Tranche B Loan may not be reborrowed.

              
	 
      	 
      
	
                7.12

              	
                Voluntary cancellation of
      Commitments.  Subject to the conditions stated in Clause
      7.13, the Borrower may cancel the whole or any part of the Total
      Commitments in respect of either Tranche of the Loan at any time and
      without penalty.

              
	 
      	 
      
	
                7.13

              	
                Conditions for cancellation of
      Commitments.  The conditions referred to in Clause 7.12
      are that:

              
	 
      	 
      
	
                (a)

              	
                a
      partial cancellation shall be $5,000,000 or a higher integral multiple of
      $1,000,000; and

              
	 
      	 
      
	
                (b)

              	
                the
      Agent has received from the Borrower at least three (3) Business Days’
      prior written notice specifying the amount (and the Tranche) of the Total
      Commitments to be cancelled and the date on which the cancellation is to
      take effect.

              
	 
      	 
      
	
                7.14

              	
                Effect of notice of
      cancellation.  A cancellation notice may not be withdrawn
      or amended without the consent of the Agent, acting with the consent of
      the Majority Lenders, and shall cause the amount of the Total Commitments
      specified in the notice to be permanently cancelled.  Any
      partial cancellation shall be applied against the Commitment of each
      Lender pro rata
      (and also, in respect of the Tranche A Loan, on a pro rata basis against
      the future reductions of the Total Commitments pursuant to Clause
      7.1).

              
	 
      	 
      
	
                7.15

              	
                Notification to Lenders of
      notice of cancellation.  The Agent shall notify the
      Lenders promptly upon receiving a cancellation notice.

              
	 
      	 
      
	
                7.16

              	
                Unwinding of Designated
      Transactions.  On or prior to any repayment or prepayment
      under this Clause 7, Clause 10.3 or any other provision of this Agreement,
      the Borrower shall wholly or partially reverse, offset, unwind or
      otherwise terminate one or more of the continuing Designated Transactions
      to the extent necessary to ensure that the aggregate notional principal
      amount of the continuing Designated Transactions thereafter remaining does
      not and will not in the future (taking into account the scheduled
      amortization thereof) exceed the aggregate amount of the Loan scheduled to
      be outstanding from time to time
hereunder.

              


      

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                7.17

              	
                Repayment of Swap
      Benefit.  If a Designated Transaction is terminated in
      circumstances where the Swap Bank would be obliged to pay an amount to the
      Borrower under the Master Agreement, the Borrower hereby agrees that such
      payment shall be applied in prepayment of the Loan under Clause 7.5 and
      authorizes Swap Bank to pay such amount to the Agent for such
      purpose.

              
	 
      	 
      
	
                8

              	
                CONDITIONS
      PRECEDENT TO THE ADVANCES

              
	 
      	 
      
	
                8.1

              	
                Documents, fees and no
      default.  Each Lender’s obligation to make its Ratable
      Portion of an Advance is subject to the following conditions
      precedent:

              
	 
      	 
      
	
                (a)

              	
                that
      on or before the service of the first Drawdown Notice, the Agent shall
      have received:

              
	 
      	 
      
	 
      	
                (i)

              	
                the
      documents described in Part A of Schedule 3 in form and substance
      satisfactory to the Agent and its lawyers;

              
	 
      	 
      	 
      
	 
      	
                (ii)

              	
                such
      documentation and other evidence as is reasonably requested by the Agent
      or a Lender in order for each Lender to carry out and be satisfied with
      the results of all necessary “know your customer” or other checks which it
      is required to carry out in relation to the transactions contemplated by
      this Agreement and the other Finance Documents, including without
      limitation obtaining, verifying and recording certain information and
      documentation that will allow the Agent and each of the Lenders to
      identify each of the Borrower and the Guarantors in accordance with the
      requirements of the USA PATRIOT Act (Title III of Pub.: 107-56 (signed
      into law October 26, 2001)) (the “PATRIOT Act”);
      and

              
	 
      	 
      	 
      
	 
      	
                (iii)

              	
                payment
      of all accrued commitment fees and all other fees and expenses referred to
      in Clause 15 that are payable at that time;

              
	 
      	 
      	 
      
	
                (b)

              	
                that
      on or before an Expected Drawdown Date in respect of an Advance of the
      Tranche A Loan, the Agent shall have received the documents described in
      Part B of Schedule 3 in form and substance satisfactory to the Agent and
      its lawyers;

              
	 
      	 
      
	
                (c)

              	
                that
      on or before an Expected Drawdown Date in respect of an Advance of the
      Tranche B Loan, the Agent shall have received the documents described in
      Part C of Schedule 3 in form and substance satisfactory to the Agent and
      its lawyers;

              
	 
      	 
      
	
                (d)

              	
                that
      at the date of a Drawdown Notice, at an Expected Drawdown Date and at an
      Actual Drawdown Date:

              
	 
      	 
      
	 
      	
                (i)

              	
                no
      Event of Default or Potential Event of Default has occurred and is
      continuing or would result from the borrowing of the Loan or any part
      thereof;

              
	 
      	 
      	 
      
	 
      	
                (ii)

              	
                the
      representations and warranties in Clause 9 and those of any Obligor which
      are set out in the other Finance Documents would be true and not
      misleading if repeated on each of those dates with reference to the
      circumstances then existing; and

              
	 
      	 
      	 
      
	 
      	
                (iii)

              	
                there
      has been no material adverse change in the financial condition, operations
      or business prospects of any of the Obligors since the date on the
      Obligors provided information concerning those topics to the Agent and/or
      any Lender; and

              


      

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	 
      	
                (iv)

              	
                none
      of the circumstances contemplated by Clause 4.5 has occurred and is
      continuing;

              
	 
      	 
      	 
      
	
                (e)

              	
                that,
      if the Collateral Maintenance Ratio were applied immediately following the
      making of such Advance, the Borrower would not be obliged to provide
      additional Collateral or prepay part of the Loan (and if the Borrower
      would be so obliged the amount of the Advance shall be correspondingly
      reduced); and

              
	 
      	 
      
	
                (f)

              	
                that
      the Agent shall have received, and found to be acceptable to it, any
      further opinions, consents, agreements and documents in connection with
      the Finance Documents which the Agent may reasonably request by notice to
      the Borrower prior to the relevant Expected Drawdown
  Date.

              
	 
      	 
      
	
                8.2

              	
                Waiver of conditions
      precedent.  Notwithstanding anything in Clause 8.1 to the
      contrary:

              
	 
      	 
      
	
                (a)

              	
                except
      with respect to the circumstances described in Clause 8.2(b), if the
      Agent, with the consent of the Majority Lenders, permits an Advance to be
      borrowed before certain of the conditions referred to in Clause 8.1 are
      satisfied, the Borrower shall ensure that such conditions are satisfied
      within ten (10) Business Days after such Actual Drawdown Date (or such
      longer period as the Agent may specify); and

              
	 
      	 
      
	
                (b)

              	
                only
      if required under the terms of the applicable Additional Ship MOA or
      another contract for the acquisition of an Additional Ship, an Advance may
      be borrowed before the applicable conditions set forth in Clause 8.1 are
      satisfied and:

              
	 
      	 
      
	 
      	
                (i)

              	
                each
      Lender agrees to fund its Ratable Portion of the relevant Advance on a day
      not more than five (5) Business Days prior to the date of the scheduled
      acquisition and delivery of such Ship (such date, the “Delivery Date”);
      and

              
	 
      	 
      	 
      
	 
      	
                (ii)

              	
                the
      Agent shall on the date on which such Advance is funded (or as soon
      thereafter as practicable) (A) preposition an amount equal to the
      aggregate principal amount of the Advance at a bank or other financial
      institution (the “Seller’s Bank”)
      satisfactory to the Agent, which funds shall be held at the Seller’s Bank
      in the name and under the sole control of the Agent or one of its
      Affiliates and (B) issue a Swift MT 199 or other similar communication
      (each such communication, a “Disbursement
      Authorization”) authorizing the release of such funds by the
      Seller’s Bank on the relevant Delivery Date upon receipt of a Protocol of
      Delivery and Acceptance in respect of such Ship duly executed by the
      relevant Seller and the relevant Additional Ship Owner (as the case may
      be) and countersigned by a representative of the Agent;

              
	 
      	 
      	 
      
	 
      	
                provided that if
      delivery of the relevant Ship does not occur within five (5) Business Days
      after the relevant scheduled Delivery Date, the funds held at the Seller’s
      Bank shall be returned to the Agent for further distribution to the
      Lenders.

              
	 
      	 
      
	 
      	
                For
      the avoidance of doubt, the parties hereto acknowledge and agree
      that:

              
	 
      	 
      
	 
      	
                (1)

              	
                the
      date on which the Lenders fund the Advance constitutes the Actual Drawdown
      Date in respect of such Advance and all interest and fees thereon shall
      accrue from such date;

              


      

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	 
      	
                (2)

              	
                the
      Agent and the Lenders suspend fulfillment of the conditions precedent set
      forth in Schedule 3, Part B, Paragraphs 5(a) and 6(a) and (b), and
      Schedule 3, Part C, Paragraphs 5(a) and 6(a) and (b), as the case may be,
      solely for the time period on and between such Actual Drawdown Date and
      the relevant Delivery Date, and the Obligors acknowledge and agree that
      fulfillment of such conditions precedent to the satisfaction of the Agent
      shall be required as a condition precedent to the countersignature by a
      representative of the Agent of the Protocol of Delivery and Acceptance
      referred to in Clause 8.2(b)(ii);

              
	 
      	 
      	 
      
	 
      	
                (3)

              	
                from
      the date the Advance is deposited at the Seller’s Bank to the Delivery
      Date (or, if delivery of the Ship does not occur within the time
      prescribed in the Disbursement Authorization, the date on which the funds
      are returned to the Agent for further distribution to the Lenders), the
      Borrower shall be entitled to interest on the Advance at the applicable
      rate, if any, paid by the Seller’s Bank for such deposited
      funds;

              
	 
      	 
      	 
      
	 
      	
                (4)

              	
                if
      the relevant Ship is not delivered within the time prescribed in the
      Disbursement Authorization and the relevant Advance is returned to the
      Agent and distributed to the Lenders, (i) the Borrower shall pay all
      accrued interest and fees in respect of such returned Advance on the date
      such Advance is returned to the agent and (ii) the relevant available
      Commitment will be increased by an amount equal to the aggregate principal
      amount of the Advance so returned; and

              
	 
      	 
      	 
      
	 
      	
                (5)

              	
                if
      the Borrower has instructed the Agent to convert the aggregate principal
      amount of the Advance borrowed into a currency other than Dollars for
      deposit with the Seller’s Bank and the relevant Ship is not delivered
      within the time prescribed in the Disbursement Authorization and the
      relevant Advance is returned to the Agent for further distribution to the
      Lenders, the Agent shall convert the aggregate principal amount of funds
      so returned back into Dollars and if such funds are less than the Dollar
      amount of the aggregate principal amount of the Advance incurred on the
      relevant Actual Drawdown Date, the Borrower shall immediately repay the
      difference and, in any event, the Borrower shall pay any and all fees,
      charges and expenses arising from such conversion.

              
	 
      	 
      	 
      
	
                9

              	
                REPRESENTATIONS
      AND WARRANTIES

              
	 
      	 
      
	
                9.1

              	
                General.  Each
      of the Obligors represents and warrants as follows.

              
	 
      	 
      
	
                9.2

              	
                Status.  Each
      Obligor is:

              
	 
      	 
      
	
                (a)

              	
                duly
      incorporated and validly existing and in good standing under the law of
      its jurisdiction of incorporation; and

              
	 
      	 
      
	
                (b)

              	
                duly
      qualified and in good standing as a foreign company in each other
      jurisdiction in which it owns or leases property or in which the conduct
      of its business requires it to so qualify or be licensed except where, in
      each case, the failure to so qualify or be licensed and be in good
      standing could not reasonably be expected to have a material adverse
      effect on its business, assets or financial condition or which may affect
      the legality, validity, binding effect or enforceability of the Finance
      Documents;

              
	 
      	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                and
      there are no proceedings or actions pending or contemplated by any
      Obligor, or to the knowledge of the Obligors contemplated by any third
      party, to dissolve, wind-up or terminate any Obligor.

              
	 
      	 
      
	
                9.3

              	
                Company power;
      consents.  Each Obligor has the capacity and has taken
      all action, and no consent of any person is required,
  for:

              
	 
      	 
      
	
                (a)

              	
                it
      to own or lease and operate its properties and to carry on its business as
      now conducted and as proposed to be conducted;

              
	 
      	 
      
	
                (b)

              	
                it
      to execute each Finance Document to which it is or is to become a
      party;

              
	 
      	 
      
	
                (c)

              	
                it
      to comply with its respective obligations under each Finance Document to
      which it is or is to become a party;

              
	 
      	 
      
	
                (d)

              	
                it
      to grant the liens granted by it pursuant to the Finance Documents to
      which it is a party;

              
	 
      	 
      
	
                (e)

              	
                the
      perfection or maintenance of the liens created by the Finance Documents
      (including the first priority nature thereof); and

              
	 
      	 
      
	
                (f)

              	
                the
      exercise by any Credit Party of its rights under any of the Finance
      Documents or the remedies in respect of the Collateral pursuant to the
      Finance Documents to which it is a party,

              
	 
      	 
      
	 
      	
                except
      for consents which have been duly obtained, taken, given or made and are
      in full force and effect.

              
	 
      	 
      
	
                9.4

              	
                Consents not liable to
      revocation.  Nothing has occurred which makes any of the
      consents referred to in Clause 9.3 liable to revocation, and each Obligor
      is in compliance with all applicable laws.

              
	 
      	 
      
	
                9.5

              	
                Legal validity; effective
      Security Interests.  Subject to any relevant insolvency
      laws affecting creditors’ rights generally:

              
	 
      	 
      
	
                (a)

              	
                each
      Finance Document to which an Obligor is or is to become a party, does now
      or, as the case may be, will, upon execution and delivery (and, where
      applicable, registration as provided for in the Finance Documents),
      constitute such Obligor’s legal, valid and binding obligations enforceable
      against it in accordance with their respective terms;
  and

              
	 
      	 
      
	
                (b)

              	
                the
      Finance Documents to which each Obligor is a party, do now or, as the case
      may be, will, upon execution and delivery (and, where applicable,
      registration as provided for in the Finance Documents) create legal, valid
      and binding Security Interests enforceable in accordance with their
      respective terms over all the assets to which they, by their terms,
      relate.

              
	 
      	 
      
	
                9.6

              	
                No conflicts; no
      liens.  The execution by each Obligor of each Finance
      Document to which it is or is to become a party, the compliance by each
      Obligor with its obligations under such Finance Document to which it is or
      is to become a party, and the borrowing by the Borrower of the Loan, will
      not:

              
	 
      	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                (a)

              	
                involve
      or lead to a contravention of (i) any law or regulation or order, writ,
      judgment, injunction, decree, determination or award applicable to such
      Obligor; (ii) the constitutional documents of such Obligor; or (iii) any
      contractual or other obligation or restriction which is binding on such
      Obligor or any of its assets; and

              
	 
      	 
      
	
                (b)

              	
                except
      for liens created by the Finance Documents, result in or require the
      creation or imposition of any lien upon or with respect to any of the
      properties of such Obligor.

              
	 
      	 
      
	
                9.7

              	
                Taxes.

              
	 
      	 
      
	
                (a)

              	
                All
      payments which an Obligor is liable to make under the Finance Documents to
      which it is a party may be made without deduction or withholding for or on
      account of any tax payable under any law of any Pertinent
      Jurisdiction.

              
	 
      	 
      
	
                (b)

              	
                Each
      Obligor has filed or has caused to be filed all tax returns and other
      reports that it is required by law or regulation to file in any Pertinent
      Jurisdiction, and has paid or caused to be paid all taxes, assessments and
      other similar charges that are due and payable in any Pertinent
      Jurisdiction, other than taxes and charges (i) which are (x) not yet
      delinquent or (y) being contested in good faith by appropriate proceedings
      and for which adequate reserves have been established and in a manner that
      does not involve any risk of sale, forfeiture, loss, confiscation or
      seizure of any of the Ships, or (ii) the non-payment of which could not
      reasonably be expect to have a material adverse effect on such
      Obligor.  The charges, accruals, and reserves on the books of
      each Obligor respecting taxes are adequate in accordance with applicable
      accounting principles and practices.

              
	 
      	 
      
	
                (c)

              	
                No
      material claim for any tax has been asserted against any of the Obligors
      or any of their Affiliates by any Pertinent Jurisdiction or other taxing
      authority other than claims that are included in the liabilities for taxes
      in the most recent balance sheet of such Obligor or disclosed in the notes
      thereto, if any.

              
	 
      	 
      
	
                (d)

              	
                The
      execution, delivery, filing and registration or recording (if applicable)
      of the Finance Documents, and the consummation of the transactions
      contemplated thereby, will not cause any of the Credit Parties to be
      required to make any registration with, give any notice to, obtain any
      license, permit or other authorization from, or file any declaration,
      return, report or other document with any governmental authority in New
      York, the Republic of The Marshall Islands or any Pertinent
      Jurisdiction.

              
	 
      	 
      
	
                (e)

              	
                No
      taxes are required by any governmental authority in New York, the Republic
      of The Marshall Islands or any Pertinent Jurisdiction to be paid with
      respect to or in connection with the execution, delivery, filing,
      recording, performance or enforcement of any Finance
    Document.

              
	 
      	 
      
	
                (f)

              	
                The
      execution, delivery, filing, registration, recording, performance and
      enforcement of the Finance Documents by any Credit Party will not cause
      such Credit Party to be deemed to be resident, domiciled or carrying on
      business in the Republic of The Marshall Islands or subject to taxation
      under any law or regulation of any governmental authority in the Republic
      of The Marshall Islands.

              
	 
      	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                (g)

              	
                Other
      than the recording of each Mortgage in accordance with the laws of the
      relevant Approved Flag State and the filing of Uniform Commercial Code
      Financing Statements in Washington, D.C. and the Secretary of State of the
      State of New York in respect of certain of the Finance Documents, and fees
      consequent thereto, it is not necessary for the legality, validity,
      enforceability or admissibility into evidence of this Agreement or any
      other Finance Document that any of them or any document relating thereto
      be registered, filed recorded or enrolled with any court or authority in
      any relevant jurisdiction or that any stamp, registration or similar taxes
      be paid on or in relation to this Agreement or any of the other Finance
      Documents.

              
	 
      	 
      
	
                9.8

              	
                No
      default.  No Event of Default or Potential Event of
      Default has occurred and is continuing and there are no incipient or other
      defaults under any other agreements of any Obligor.

              
	 
      	 
      
	
                9.9

              	
                Information.  All
      financial statements, information and other data furnished by or on behalf
      of each Obligor to any of the Credit Parties:

              
	 
      	 
      
	
                (a)

              	
                was
      true and accurate at the time it was given;

              
	 
      	 
      
	
                (b)

              	
                such
      financial statements have been prepared in accordance with GAAP and
      accurately and fairly represent the financial condition of such Obligor as
      of the date or respective dates thereof and the results of operations of
      such Obligor for the period or respective periods covered by such
      financial statements;

              
	 
      	 
      
	
                (c)

              	
                there
      are no other facts or matters the omission of which would have made or
      make any such information false or misleading;

              
	 
      	 
      
	
                (d)

              	
                there
      has been no material adverse change in the financial condition, operations
      or business prospects of any of the Obligors since the date on which such
      information was provided other than as previously disclosed to the Agent
      in writing; and

              
	 
      	 
      
	
                (e)

              	
                none
      of the Obligors has any contingent obligations, liabilities for taxes or
      other outstanding financial obligations which are material in the
      aggregate except as disclosed in such statements, information and
      data.

              
	 
      	 
      
	
                9.10

              	
                No
      litigation.  No legal or administrative action involving
      any Obligor (including any action relating to any alleged or actual breach
      of the ISM Code or ISPS Code or any Environmental Law) has been commenced
      or taken or, to any Obligor’s knowledge, is likely to be commenced or
      taken which, in either case, would be likely to have a material adverse
      effect on the business, assets or financial condition of any Obligor or
      which may affect the legality, validity, binding effect or enforceability
      of the Finance Documents.

              
	 
      	 
      
	
                9.11

              	
                ISM Code and ISPS Code
      compliance.  Each of the Obligors has obtained or will
      obtain or will cause to be obtained all necessary ISM Code Documentation
      and ISPS Code Documentation in connection with its Ship and its operation
      and will be or will cause each Ship and the Approved Manager (technical)
      to be in full compliance with the ISM Code and the ISPS
    Code.

              
	 
      	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                9.12

              	
                Validity and completeness of
      Additional Ship MOAs.

              
	 
      	 
      
	
                (a)

              	
                Each
      Additional Ship MOA has been (or will be) delivered to the Agent and is
      (or will be) a true and complete copy thereof, together with all
      agreements, instruments and other documents delivered in connection
      therewith and amendments thereto.

              
	 
      	 
      
	
                (b)

              	
                Each
      Additional Ship MOA constitutes (or will upon execution thereof
      constitute) valid, binding and enforceable obligations of the parties
      thereto in accordance with its terms.

              
	 
      	 
      
	
                (c)

              	
                No amendments or additions to an
      Additional Ship MOA have been or will be agreed and
      the parties thereto have not waived (and will not waive) any of their
      respective rights.

              
	 
      	 
      
	
                (d)

              	
                There
      is no default on the part of any Obligor or, to the best knowledge of the
      Obligors, on the part of any Seller, with respect to an Additional Ship
      MOA, and there is no accrued right of any party thereto to terminate an
      Additional Ship MOA.

              
	 
      	 
      
	
                9.13

              	
                No rebates
      etc.  There is not nor shall there be any agreement or
      understanding to allow or pay any rebate, premium, commission, discount or
      other benefit or payment (howsoever described) to any Obligor, any
      subsidiary or Affiliate of the Obligors, any Seller or any third party in
      connection with the purchase of a Ship, other than as disclosed to the
      Agent in writing.

              
	 
      	 
      
	
                9.14

              	
                Margin
      Stock.  The Borrower is not engaged in the business of
      extending credit for the purpose of purchasing or carrying Margin Stock
      and no proceeds of the Loan will be used to buy or carry any Margin Stock
      or to extend credit to others for the purpose of buying or carrying any
      Margin Stock.

              
	 
      	 
      
	
                9.15

              	
                Compliance with law;
      Environmentally Sensitive Material.  Except to the extent
      the following could not reasonably be expected to have a material adverse
      effect on the business, assets or financial condition of any of the
      Obligors or which may affect the legality, validity, binding effect or
      enforceability of the Finance Documents:

              
	 
      	 
      
	
                (a)

              	
                the
      operations and properties of each Obligor comply with all laws and
      regulations, including without limitation Environmental Law, all necessary
      Environmental Permits have been obtained and are in effect for the
      operations and properties of each Obligor and each Obligor is in
      compliance in all material respects with all such Environmental Permits;
      and

              
	 
      	 
      
	
                (b)

              	
                none
      of the Obligors has been notified in writing by any person that it or any
      of its subsidiaries or Affiliates is potentially liable for the remedial
      or other costs with respect to treatment, storage, disposal, release,
      arrangement for disposal or transportation of any Environmentally
      Sensitive Material, except for costs incurred in the ordinary course of
      business with respect to treatment, storage, disposal or transportation of
      such Environmentally Sensitive Material.

              
	 
      	 
      
	
                9.16

              	
                Ownership
      of Intermediate Holding Companies and Guarantors.

              
	 
      	 
      
	
                (a)

              	
                All
      of the outstanding capital stock of each of the Intermediate Holding
      Companies has been validly issued, is fully paid, non-assessable and free
      and clear of all liens, and is owned beneficially and of record by the
      Borrower.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                (b)

              	
                All
      of the outstanding capital stock of each of the Guarantors has been
      validly issued, is fully paid, non-assessable and free and clear of all
      liens, and is owned beneficially and of record by the relevant
      Intermediate Holding Company.

              
	 
      	 
      
	
                (c)

              	
                None
      of the capital stock of any of the Guarantors or the Intermediate Holding
      Companies is subject to any existing option, warrant, call, right,
      commitment or other agreement of any character to which the any of them is
      a party requiring, and there are no securities or interests of any of the
      Guarantors or the Intermediate Holding Companies outstanding which upon
      conversion or exchange would require, the issuance, sale or transfer of
      any additional equity interests of any of the Guarantors or the
      Intermediate Holding Companies or other securities convertible into,
      exchangeable for or evidencing the right to subscribe for or purchase
      shares of capital stock or other equity securities of any of the
      Guarantors or the Intermediate Holding Companies.

              
	 
      	 
      
	
                9.17

              	
                Investment Company, Holding
      Company, etc.  None of the Obligors is (i) an “investment
      company,” or an “affiliated person” of, or “promoter” or “principal
      underwriter” for, an “investment company,” as such terms are defined in
      the Investment Company Act of 1940, as amended, or (ii) a “holding
      company” or a “subsidiary company” of a “holding company” or an affiliate
      of a “holding company” or of a “subsidiary company” of a “holding company”
      or a “public utility” within the meaning of the Public Utility Holding
      Company of 1935, as amended, or (iii) a “public utility” within the
      meaning of the Federal Power Act of 1920, as amended.

              
	 
      	 
      
	
                9.18

              	
                Asset
      Control.  None of the Obligors is a “national” of any
      “designated foreign country”, within the meaning of the Foreign Assets
      Control Regulations or the Cuban Asset Control Regulations of the U.S.
      Treasury Department, 31 C.F.R., Subtitle B, Chapter V, as amended, or a
      “specially designated national” listed by the Office of Foreign Assets
      Control (“OFAC”),
      the U.S. Department of the Treasury, or any regulations or rulings issued
      thereunder.  Neither the making of the Advances nor the use of
      the proceeds thereof nor the performance by the Borrower of its
      obligations under any of the Finance Documents to which it is a party
      violates any statute, regulation or executive order restricting loans to,
      investments in, or the export of assets to, foreign countries or entities
      doing business there.

              
	 
      	 
      
	
                9.19

              	
                ERISA.  None
      of the Obligors has ever established or maintained any employee benefit
      plan subject to Title IV of the Employee Retirement Income Security Act of
      1974, as amended.

              
	 
      	 
      
	
                9.20

              	
                Use of
      Proceeds.  The Borrower is using the proceeds of the Loan
      only for the purposes stated in the recitals to this Agreement and the
      Borrower’s use of the Loan does not contravenes any law, official
      requirement or other regulatory measure or procedure implemented to combat
      “money laundering” (as defined in Article 1 of the Directive (91/308/EEC)
      of the Council of the European Communities) and comparable United States
      Federal and state laws.

              
	 
      	 
      
	
                9.21

              	
                Ships.  Upon
      the date of the making of each Advance (other than an Advance in respect
      of a deposit on an Additional Ship) and thereafter at all times during the
      Security Period, each of the Ships:

              
	 
      	 
      
	
                (a)

              	
                is
      or will be in the sole and absolute ownership of the relevant Guarantor
      and duly registered in such Guarantor’s name under the law of an Approved
      Flag State, unencumbered save and except for the Mortgage thereon in favor
      of the Security Trustee recorded against it and as permitted
      thereby;

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                (b)

              	
                is,
      or will be, seaworthy for hull and machinery insurance warranty purposes
      and in every way fit for its intended service; and

              
	 
      	 
      
	
                (c)

              	
                is,
      or will be, insured in accordance with the provisions of the Mortgage
      recorded against it and the requirements thereof in respect of such
      insurances will have been complied with.

              
	 
      	 
      
	
                9.22

              	
                Place of
      Business.

              
	 
      	 
      
	
                (a)

              	
                The
      Borrower’s Chief Executive Office is located at:

              
	 
      	 
      
	 
      	
                80 Kifissias
      Avenue

              
	 
      	
                Athens
  15125

              
	 
      	
                Greece

              
	 
      	 
      
	
                (b)

              	
                Each
      Guarantor’s Chief Executive Office is located at:

              
	 
      	 
      
	 
      	
                80 Kifissias
      Avenue

              
	 
      	
                Athens
  15125

              
	 
      	
                Greece

              
	 
      	 
      
	
                9.23

              	
                Solvency.  In
      the case of each Obligor:

              
	 
      	 
      
	
                (a)

              	
                the
      sum of its assets, at a fair valuation, does and will exceed its
      liabilities, including, to the extent they are reportable as such in
      accordance with GAAP, contingent liabilities;

              
	 
      	 
      
	
                (b)

              	
                the
      present fair market salable value of its assets is not and shall not be
      less than the amount that will be required to pay its probable liability
      on its then existing debts, including, to the extent they are reportable
      as such in accordance with GAAP, contingent liabilities, as they
      mature;

              
	 
      	 
      
	
                (c)

              	
                it
      does not and will not have unreasonably small working capital with which
      to continue its business; and

              
	 
      	 
      
	
                (d)

              	
                it
      has not incurred, does not intend to incur and does not believe it will
      incur, debts beyond its ability to pay such debts as they
      mature.

              
	 
      	 
      
	
                9.24

              	
                Survival of
      Representations.  All representations and warranties made
      by the Obligors herein or made in any certificate delivered pursuant
      hereto shall survive the making of the Advances.

              
	 
      	 
      
	
                10

              	
                COVENANTS

              
	 
      	 
      
	
                10.1

              	
                Affirmative
      covenants.  From the Closing Date until all
      Commitments have terminated and all amounts payable hereunder have been
      paid in full:

              
	 
      	 
      
	
                (a)

              	
                each
      Obligor shall duly observe and perform its obligations under each Finance
      Document to which it is a party, and the Obligors shall promptly notify
      the Agent of any significant damage or injury caused by or to a
      Ship;

              
	 
      	 
      
	
                (b)

              	
                each
      Obligor shall promptly inform the Agent, upon becoming aware of the same,
      of the occurrence of an Event of Default or of any Potential Event of
      Default or any other event (including any litigation) which might
      adversely affect its ability to perform its obligations under this
      Agreement and each other Finance Document to which it is a
      party;

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                (c)

              	
                each
      Obligor shall obtain or cause to be obtained, maintain in full force and
      effect and comply with the conditions and restrictions (if any) imposed in
      connection with, every consent and do all other acts and things which may
      from time to time be necessary or required for the continued due
      performance of all of its obligations under each Finance Document to which
      it is a party, and shall deliver a copy of all such consents to the Agent
      promptly upon its request;

              
	 
      	 
      
	
                (d)

              	
                each
      Obligor shall comply in all material respects with all applicable federal,
      state, local and foreign laws, ordinances, rules, orders and regulations
      now in force or hereafter enacted, including, without limitation, all
      Environmental Laws and regulations relating to thereto, the failure to
      comply with which would be likely to have a material adverse effect on the
      business, assets or financial condition of such Obligor or affect the
      legality, validity, binding effect or enforceability of each Finance
      Document to which such Obligor is a party;

              
	 
      	 
      
	
                (e)

              	
                each
      Obligor shall keep proper books of record and account, in which full and
      materially correct entries shall be made of all financial transactions and
      the assets and business of such Obligor in accordance with GAAP, and the
      Agent shall have the right to examine the books and records of the
      Obligors wherever the same may be kept from time to time as it sees fit,
      in its sole reasonable discretion, or to cause an examination to be made
      by a firm of accountants selected by it, provided that any
      examination shall be done without undue interference with the day to day
      business of such Obligor;

              
	 
      	 
      
	
                (f)

              	
                the
      Borrower shall prepare and deliver to the Agent (unless otherwise filed
      with or submitted to the Securities and Exchange Commission with the
      requirements thereof, in which case the Lenders agree that such filing or
      submission satisfies the requirement of this Clause
    10.1(f)):

              
	 
      	 
      
	 
      	
                (i)

              	
                as
      soon as available but not later than 90 days after the end of each
      Financial Year of the Borrower, complete electronic copies of the
      consolidated financial reports of the Borrower and its subsidiaries
      (together with a Compliance Certificate and a detailed reconciliation of
      all of the differences between GAAP as at December 31, 2006 and as at the
      time of delivery), all in reasonable detail, which shall include at least
      the consolidated balance sheet of the Borrower and its subsidiaries as of
      the end of such year and the related consolidated statements of income and
      sources and uses of funds for such year, which shall be audited reports
      prepared by an Acceptable Accounting Firm;

              
	 
      	 
      	 
      
	 
      	
                (ii)

              	
                as
      soon as available but not later than 45 days after the end of each of the
      first three quarters of each Financial Year of the Borrower, an electronic
      quarterly interim consolidated balance sheet of the Borrower and its
      subsidiaries and the related consolidated profit and loss statements and
      sources and uses of funds (together with a Compliance Certificate and a
      detailed reconciliation of all of the differences between GAAP as at
      December 31, 2006 and as at the time of delivery), all in reasonable
      detail, unaudited, but certified to be true and complete by the chief
      financial officer of the Borrower;

              
	 
      	 
      	 
      
	 
      	
                (iii)

              	
                within
      ten (10) days of the filing thereof, electronic copies of all registration
      statements and reports on Forms 20-F and 6-K (or their equivalents) and
      other material filings which the Borrower shall have filed with the United
      States Securities and Exchange Commission or any similar governmental
      authority;

              
	 
      	 
      	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                (iv)

              	
                promptly
      upon the mailing thereof to the shareholders of the Borrower, electronic
      copies of all financial statements, reports, proxy statements and other
      communications provided to the Borrower’s shareholders;

              
	 
      	 
      	 
      
	 
      	
                (v)

              	
                no
      later than January 31 of each Financial Year of the Borrower, a copy of
      its three (3) year forecast and projection, certified to be true and
      complete by the chief financial officer of the Borrower;
    and

              
	 
      	 
      	 
      
	 
      	
                (vi)

              	
                as
      soon as practicable given the timing and extent of the request, such other
      statements (including, without limitation, monthly consolidated statements
      of operating revenues and expenses), lists of assets and accounts, reports
      and other financial information with respect to its business as the Agent
      may from time to time request, certified to be true and complete by the
      chief financial officer of the Borrower;

              
	 
      	 
      	 
      
	
                (g)

              	
                the
      Borrower shall procure and deliver to the Agent a written appraisal report
      setting forth the Fair Market Value of each Ship as
    follows:

              
	 
      	 
      	 
      
	 
      	
                (i)

              	
                at
      the Borrower’s expense, for inclusion with each Compliance Certificate
      required to be delivered under Clause 10.1(f)(i);

              
	 
      	 
      	 
      
	 
      	
                (ii)

              	
                at
      the Borrower’s expense, once each Financial Year upon the request of the
      Agent or the Majority Lenders; and

              
	 
      	 
      	 
      
	 
      	
                (iii)

              	
                at
      the Lenders’ expense, at all other times upon the request of the Agent or
      the Majority Lenders, unless an Event of Default has occurred and is
      continuing, in which case the Borrower shall procure it at its expense as
      often as requested;

              
	 
      	 
      	 
      
	
                (h)

              	
                each
      Obligor shall prepare and timely file all tax returns required to be filed
      by it and pay and discharge all taxes imposed upon it or in respect of any
      of its property and assets before the same shall become in default, as
      well as all lawful claims (including, without limitation, claims for
      labor, materials and supplies) which, if unpaid, might become a lien or
      charge upon the Collateral or any part thereof, except in each case, for
      any such taxes (i) as are being contested in good faith by appropriate
      proceedings or (ii) the failure of which to pay or discharge would not be
      likely to have a material adverse effect on the business, assets or
      financial condition of such Obligor or to affect the legality, validity,
      binding effect or enforceability of the Finance
  Documents;

              
	 
      	 
      
	
                (i)

              	
                each
      Obligor shall permit any person designated by the Agent for that purpose
      to inspect and review each Ship’s class records and to visit and inspect
      each Ship, at the cost of the Obligors, at such times and so often as the
      Agent may reasonably require, provided that (i) any
      visitation and inspection shall be done without undue interference with
      the operation of such Ship, (ii) so long as no Event of Default has
      occurred and is continuing, the Agent shall not exercise such inspection
      right in respect of a Ship or its class records more than one time per
      year and (iii) the person designated by the Agent to visit and inspect a
      Ship shall execute a release and waiver satisfactory in form and substance
      to the relevant Obligor and the Agent;

              
	 
      	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                (j)

              	
                if
      the Agent shall so request, provide the Agent with copies of all
      inspection and survey reports on the Ships and, if the Agent shall so
      require, cause the Ships to be surveyed by a surveyor appointed by the
      Agent; all costs arising in connection with any such survey or surveys
      (including, but not without limitation, the fees of the relevant surveyor
      or firm of surveyors appointed by the Agent to make such survey or
      surveys) shall be borne by the Borrower; provided that the
      Borrower shall only be required to pay for one such report per Ship during
      any two calendar year period;

              
	 
      	 
      
	
                (k)

              	
                each
      Obligor shall procure that each Ship shall at all times be (i) kept in a
      good and safe condition and state of repair that is consistent with
      first-class ship ownership and management practice, (ii) in compliance
      with all laws and regulations applicable to vessels (A) registered under
      the law of the Approved Flag State in which such Ship is registered and
      (B) trading to any jurisdiction to which such Ship may trade from time to
      time, (iii) managed by the Approved Managers in accordance with vessel
      management agreements acceptable to the Majority Lenders, (iv) registered
      under the law of an Approved Flag State, and (v) classed with the
      Classification Society in the highest classification and rating for
      vessels of the same age and type without any outstanding conditions or
      recommendations affecting class (other than those for which the time
      prescribed for curing the condition or recommendation has not
      passed);

              
	 
      	 
      
	
                (l)

              	
                each
      Obligor shall procure that the operator of each Ship will comply, in all
      material respects within the requisite applicable time limits for vessels
      of the same type, size, age and flag as such Ship, with the ISM Code and,
      in particular, without prejudice to the generality of the foregoing, as
      and when required to do so by the ISM Code and at all times thereafter,
      (i) procure that the operator of each Ship holds a valid Document of
      Compliance and Safety Management Certificate, (ii) provide the Agent with
      copies of any such Document of Compliance and Safety Management
      Certificate promptly following the issuance thereof and after every
      renewal and (iii) procure that there is kept, on board each Ship a copy of
      any such Document of Compliance and the original of any such Safety
      Management Certificate;

              
	 
      	 
      
	
                (m)

              	
                each
      Obligor shall procure that:

              
	 
      	 
      
	 
      	
                (i)

              	
                each
      Ship maintains for the duration of the Security Period a valid
      International Ship Security Certificate;

              
	 
      	 
      	 
      
	 
      	
                (ii)

              	
                such
      Ship’s security system and associated security equipment complies with the
      applicable requirements of Chapter XI-2 of SOLAS and Part A of the ISPS
      Code; and

              
	 
      	 
      	 
      
	 
      	
                (iii)

              	
                an
      approved ship security plan is in place;

              
	 
      	 
      	 
      
	
                (n)

              	
                each
      Obligor shall do or cause to be done all things necessary to preserve and
      keep in full force and effect its corporate existence in good
      standing;

              
	 
      	 
      
	
                (o)

              	
                each
      Obligor shall maintain, or cause to be maintained, insurance on each Ship
      as required by the terms of the Mortgage, including without limiting the
      foregoing:

              
	 
      	 
      	 
      
	 
      	
                (i)

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

              
	 
      	 
      	 
      
	 
      	
                (ii)

              	
                war
      risks (including protection and indemnity war risks);

              
	 
      	 
      	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                (iii)

              	
                protection
      and indemnity risks (including pollution risks and freight, demurrage and
      defense cover); and

              
	 
      	 
      	 
      
	 
      	
                (iv)

              	
                any
      other risks against which the Security Trustee may advise or, on
      instruction of the Majority Lenders shall advise, having regard to
      practices and other circumstances prevailing at the relevant time, that it
      would be reasonable for the relevant Obligor to insure, as specified by
      the Security Trustee by notice to such Obligor;

              
	 
      	 
      	 
      
	
                (p)

              	
                each
      Obligor shall maintain insurance on any of its properties other than the
      Ship owned by it, payable in United States Dollars, with responsible
      companies, in such amounts and against such risks as is usually carried by
      owners of similar businesses and properties in the same general areas in
      which it operates, and as shall be satisfactory to the Majority
      Lenders;

              
	 
      	 
      	 
      
	
                (q)

              	
                except
      to the extent the failure to do so could not reasonably be expected to
      have a material adverse effect on the business, assets or financial
      condition of the Obligors or which may affect the legality, validity,
      binding effect or enforceability of the Finance Documents, each Obligor
      shall maintain and preserve all of its properties that are used or useful
      in the conduct of its business in good working order and condition,
      ordinary wear and tear excepted;

              
	 
      	 
      
	
                (r)

              	
                the
      Obligors shall use the proceeds of the Loan solely for the purposes stated
      in the recitals to this Agreement;

              
	 
      	 
      
	
                (s)

              	
                [intentionally
      omitted];

              
	 
      	 
      
	
                (t)

              	
                each
      Obligor shall take, or cause to be taken, such actions as may be
      reasonably required to mitigate potential liability to it arising out of
      pollution incidents or as may be reasonably required to protect the
      interests of the Credit Parties with respect thereto;

              
	 
      	 
      
	
                (u)

              	
                each
      Obligor shall cause all loans made to it by any other Obligor or any
      Affiliate, and all sums and other obligations (financial or otherwise)
      owed by it to the Approved Manager (Cardiff) to be fully subordinated to
      all Secured Liabilities of such Obligor;

              
	 
      	 
      
	
                (v)

              	
                the
      Borrower shall be the only legal and beneficial shareholder of each of the
      Intermediate Holding Companies and the relevant Intermediate Holding
      Company shall be the only legal and beneficial shareholder of the relevant
      Guarantor;

              
	 
      	 
      
	
                (w)

              	
                the
      Borrower shall maintain its listing on the NASDAQ Global Market or the New
      York Stock Exchange, if the Company moves its listing from the NASDAQ
      Global Market to the New York Stock Exchange;

              
	 
      	 
      
	
                (x)

              	
                each
      Obligor shall to the best of its knowledge and ability (i) ensure that no
      person who owns a controlling interest in or otherwise controls such
      Obligor or any subsidiary thereof is or shall be listed on the Specially
      Designated Nationals and Blocked Person List or other similar lists
      maintained by OFAC, the Department of the Treasury or included in any
      Executive Orders, (ii) not use or permit the use of the proceeds of the
      Loan to violate any of the foreign asset control regulations of OFAC or
      any enabling statute or Executive Order relating thereto, and (iii)
      comply, and cause each of its subsidiaries to comply, with all applicable
      Bank Secrecy Act laws and regulations, as amended;

              
	 
      	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                (y)

              	
                upon
      the Agent’s request, each Obligor shall; promptly supply, or procure the
      supply of, such documentation and other evidence as is reasonably
      requested by the Agent in order for each Lender to carry out and be
      satisfied with the results of all necessary “know your client” or other
      checks which it is required to carry out in relation to the transactions
      contemplated by this Agreement and the other Finance Documents and to the
      identity of any parties to the Finance Documents (other than the Lenders)
      and their directors and officers;

              
	 
      	 
      
	
                (z)

              	
                the
      Borrower shall cause each Additional Ship Owner to execute and deliver an
      Accession Agreement on or before an Expected Drawdown Date in respect of
      an Advance of the Tranche A Loan and/or the Tranche B Loan where the
      proceeds of such Advance will be used to fund the acquisition of an
      Additional Ship;

              
	 
      	 
      
	
                (aa)

              	
                each
      Guarantor shall deposit or shall cause to be deposited all Earnings and
      any Requisition Compensation of its Ship into its Earnings Account (and
      the Borrower shall cause each Additional Ship Owner and any Replacement
      Ship Owner which becomes a party hereto pursuant to an Accession Agreement
      to open an Earnings Account with the Agent);

              
	 
      	 
      
	
                (bb)

              	
                a
      Guarantor who lets its Ship by any time or consecutive voyage charter for
      a term which exceeds or which by virtue of any optional extensions therein
      contained would be reasonably likely to exceed 12 months’ duration shall
      execute and deliver a Charter Assignment and shall use reasonable
      commercial efforts to cause the charterer to execute and deliver to the
      Security Trustee a consent and acknowledgement to such Charter Assignment;
      and

              
	 
      	 
      
	
                (cc)

              	
                from
      time to time, at its expense, each Obligor shall provide such additional
      information and duly execute and deliver to the Agent such further
      documents and assurances as the Majority Lenders or the Agent may
      reasonably request to effectuate the purposes of this Agreement, the other
      Finance Documents or obtain the full benefit of any of the
      Collateral.

              
	 
      	 
      
	
                10.2

              	
                Negative
      covenants.  From the Closing Date until all
      Commitments have terminated and all amounts payable hereunder have been
      paid in full:

              
	 
      	 
      
	
                (a)

              	
                none
      of the Guarantors will create, assume or permit to exist any Security
      Interest whatsoever upon any of its properties or assets, whether now
      owned or hereafter acquired, except for Permitted Security
      Interests;

              
	 
      	 
      
	
                (b)

              	
                none
      of the Obligors shall sell, transfer or lease all of or a substantial
      portion of its properties and assets, or enter into any transaction of
      merger or consolidation or liquidate, windup or dissolve itself (or suffer
      any liquidation or dissolution), unless:

              
	 
      	 
      
	 
      	
                (i)

              	
                immediately
      after giving effect to such transaction, no Event of Default shall have
      occurred and be continuing; and

              
	 
      	 
      	 
      
	 
      	
                (ii)

              	
                with
      respect to any such sale, transfer, lease or disposition or transaction of
      merger or consolidation, the purchaser, transferee or surviving company
      (as the case may be) is reasonably acceptable to the Majority Lenders and
      assumes all obligations and liabilities (including, without limitation,
      any obligations or liabilities under the Finance Documents) of the seller,
      transferor or non-surviving entity (as the case may be) hereunder, such
      assumption of obligations and liabilities to be in form and substance
      satisfactory to the Majority Lenders;

              
	 
      	 
      	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                (c)

              	
                none
      of the Obligors will enter into any transaction or series of related
      transactions, whether or not in the ordinary course of business, with any
      Affiliate or subsidiary, other than on terms and conditions substantially
      as favorable to such person as would be obtainable by such person at the
      time in a comparable arm’s-length transaction with a person other than an
      Affiliate or subsidiary;

              
	 
      	 
      
	
                (d)

              	
                none
      of the Obligors shall change the nature of its business or commence any
      business otherwise than in connection with, or for the purpose of, owning
      and/or operating the Ships;

              
	 
      	 
      
	
                (e)

              	
                none
      of the Guarantors will transfer or change or permit the transfer or change
      of the flag of its Ship from the Approved Flag in which such Ship is
      registered on the Actual Drawdown Date, change the classification or the
      Classification Society of such Ship, or do or allow to be done anything as
      a result of which such registration or classification might be imperiled
      or cancelled;

              
	 
      	 
      
	
                (f)

              	
                none
      of the Obligors will change, or permit a change of, the Approved Manager
      to a manager that is not an Approved Manager, or agree or consent to or
      permit any material amendment or other modification of the terms of any
      management agreements relating to the Ships, including any increase in the
      rate of compensation payable thereunder;

              
	 
      	 
      
	
                (g)

              	
                none
      of the Obligors will permit any act, event or circumstance that would
      result in (i) the Borrower owning beneficially and of record less than
      100% of the equity of each of the Intermediate Holding Companies or (ii)
      the Intermediate Holding Companies owning beneficially and of record less
      than 100% of the equity of each of the Guarantors, and except for the
      Share Pledges, (x) the Borrower shall not sell, transfer, pledge, assign
      or otherwise convey or dispose of any of the share capital of any
      Intermediate Holding Company and (y) the Intermediate Holding Companies
      shall not sell, transfer, pledge, assign or otherwise convey or dispose of
      any of the share capital of any Guarantor;

              
	 
      	 
      
	
                (h)

              	
                none
      of the Guarantors will increase its capital by way of the creation of
      preference securities, further common or ordinary securities or otherwise
      howsoever, or create any new class of equity;

              
	 
      	 
      
	
                (i)

              	
                none
      of the Guarantors will incur any Financial Indebtedness other than (i) in
      the usual course of business, (ii) as permitted by the Finance Documents
      or (iii) unsecured Financial Indebtedness that is fully subordinated to
      the Guaranteed Obligations;

              
	 
      	 
      
	
                (j)

              	
                none
      of the Guarantors will create or otherwise cause or permit to exist or
      become effective any consensual encumbrance or restriction on the ability
      of any Guarantor to (i) pay dividends or make any other distributions on
      its capital stock to the Borrower or any Guarantor or pay any Financial
      Indebtedness owed to the Borrower, (ii) make any loans or advances to the
      Borrower or (iii) transfer any of its property or assets to the
      Borrower;

              
	 
      	 
      
	
                (k)

              	
                none
      of the Guarantors will acquire any capital assets (including any vessel
      other than the Ship to be owned by it) by purchase, charter or otherwise;
      provided that for
      the avoidance of doubt nothing in this Clause 10.2(k) shall prevent or be
      deemed to prevent capital improvements being made to the Ship to be owned
      by it;

              
	 
      	 
      
	
                (l)

              	
                except
      in connection with the financing of the Ships, none of the Guarantors will
      make any loan or advance to, make any investment in, or enter into any
      working capital maintenance or similar agreement with respect to any
      person (other than an Obligor), whether by acquisition of stock or
      indebtedness, by loan, guarantee or
otherwise;

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                (m)

              	
                none
      of the Guarantors will sell its Ship except for cash, on an arm’s-length
      basis at fair market value;

              
	 
      	 
      
	
                (n)

              	
                none
      of the Obligors will enter into any arrangements, directly or indirectly,
      with any person whereby it shall sell or transfer any property, whether
      real or personal, and used and useful in its business, whether now owned
      or hereafter acquired, if it, at the time of such sale or disposition,
      intends to lease or otherwise acquire the right to use or possess (except
      by purchase) such property or like property for a substantially similar
      purpose;

              
	 
      	 
      
	
                (o)

              	
                none
      of the Obligors shall change its Financial Year or make or permit any
      change in accounting policies affecting (i) the presentation of financial
      statements or (ii) reporting practices, except in either case in
      accordance with accounting principles and practices acceptable to the
      Agent with the consent of the Majority Lenders;

              
	 
      	 
      
	
                (p)

              	
                none
      of the Obligors shall change its jurisdiction of incorporation or amend
      its constitutional documents except in connection with a merger or
      consolidation that is not prohibited by the terms of Clause
      10.2(b);

              
	 
      	 
      
	
                (q)

              	
                except
      as permitted by the relevant Mortgage or Deed of Covenant, none of the
      Guarantors shall let its Ship:

              
	 
      	 
      
	 
      	
                (i)

              	
                on
      demise charter for any period;

              
	 
      	 
      	 
      
	 
      	
                (ii)

              	
                on
      terms whereby more than two (2) months’ hire (or the equivalent) is
      payable in advance;

              
	 
      	 
      	 
      
	 
      	
                (iii)

              	
                below
      the market rate prevailing at the time when the Ship is fixed or on any
      other than arm’s length terms; or

              
	 
      	 
      	 
      
	 
      	
                (iv)

              	
                by
      demise charter, time charter, voyage charter or otherwise to any of its or
      the Borrower’s subsidiaries or Affliates or the Approved Manager (unless
      such Ship is contemporaneously sub-chartered at the prevailing market rate
      to a third party that is not a subsidiary or an Affiliate of such
      Guarantor or of the Borrower and such sub-charter and all rights
      thereunder are assigned to the Security Trustee as security for the
      Secured Liabilities);

              
	 
      	 
      	 
      
	
                (r)

              	
                none
      of the Obligors shall change the location of its chief executive office or
      the office where its corporate records are kept or open any new office for
      the conduct of its business on less than thirty (30) days prior written
      notice to the Agent;

              
	 
      	 
      
	
                (s)

              	
                none
      of the Obligors shall contravene any law, official requirement or other
      regulatory measure or procedure implemented to combat “money laundering”
      (as defined in Article 1 of the Directive (91/308/EEC) of the Council of
      the European Communities) and comparable United States Federal and state
      laws; or

              
	 
      	 
      
	
                (t)

              	
                the
      Borrower may not pay dividends if an Event of Default has occurred and is
      continuing or would result therefrom.

              
	 
      	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                10.3

              	
                Financial
      Covenants and Collateral Maintenance Ratio.

              
	 
      	 
      
	
                (a)

              	
                From the Closing Date until all
      Commitments have terminated and all amounts payable hereunder have been
      paid in full, the Borrower (on a consolidated basis) will not
      permit the ratio of Funded Debt to Total Capitalization on the last day of
      any fiscal quarter of the Borrower to be greater than 0.70 to
      1.00.

              
	 
      	 
      
	
                (b)

              	
                Commencing on July 1, 2008 and
      until all Commitments have terminated and all amounts payable hereunder
      have been paid in full, the Borrower (on a consolidated basis) will not
      permit Liquidity to be less than (i) $500,000 multiplied by (ii) the
      number of Ships owned directly or indirectly by the
      Borrower.

              
	 
      	 
      
	
                (c)

              	
                Commencing with the fiscal quarter
      ending December 31, 2007 and until all Commitments have terminated and all
      amounts payable hereunder have been paid in full, the Borrower (on a
      consolidated basis) will not permit the ratio of EBITDA to Net Interest
      Expense on the last day of any fiscal quarter be less than 2.50 to 1.00
      (based on the last four consecutive fiscal quarters), provided
      that (i) with respect
      to the fiscal quarter ended on December 31, 2007 the ratio shall be
      calculated based on the last consecutive fiscal quarter (on an annualized
      basis), (ii) with respect to the fiscal quarter ended on March 31, 2008
      the ratio shall be calculated based on the last two consecutive fiscal
      quarters (on an annualized basis) and (iii) with respect to the fiscal
      quarter ended on June 30, 2008 the ratio shall be calculated based on the
      last three consecutive fiscal quarters (on an annualized
      basis).

              
	 
      	 
      
	
                (d)

              	
                From
      the Closing Date and until
      all Commitments have terminated and all amounts payable hereunder have
      been paid in full, the aggregate Fair Market Value of the Ships
      plus deposits as per Clause 7.9(b) (including in respect of insurance
      proceeds receivable, on a pro forma basis before such proceeds are
      deposited with the Security Trustee) shall be not less than 140% of the
      Loan plus any unutilized Commitment in respect of the Tranche A Loan (the
      “Collateral Maintenance
      Ratio”) (as confirmed by the most recent Fair Market Value
      appraisal report delivered to the Agent under Clause
      10.1(g)).  If, at any time, the Collateral Maintenance Ratio
      shall be less than 140%, the Agent (acting upon the instruction of the
      Majority Lenders) shall have the right to require the Borrower and/or the
      Obligors, within 30 Business Days of the date of the written demand of the
      Agent, to either (at the Borrower’s option):

              
	 
      	 
      
	 
      	
                (i)

              	
                prepay
      the Loan in such amount as may be necessary to cause such aggregate Fair
      Market Value of the Ships to equal or exceed the Collateral Maintenance
      Ratio;

              
	 
      	 
      	 
      
	 
      	
                (ii)

              	
                provide
      such additional Collateral as may be acceptable to the Agent in its sole
      reasonable discretion (acting upon the instruction of the Majority
      Lenders) so that aggregate Fair Market Value of the Ships and such
      additional Collateral equals or exceeds the Collateral Maintenance
      Ratio,

              
	 
      	 
      	 
      
	 
      	
                and
      the Obligors hereby agree to comply with any such written demand made by
      the Agent.

              
	 
      	 
      
	 
      	
                As
      an alternative to (i) or (ii) of this Clause 10.3(d), the Agent may agree
      with the Borrower to reduce any unutilized Commitment in respect of the
      Tranche A Loan in such amount as may be necessary to cause such aggregate
      Fair Market Value of the Ships plus deposits as per Clause 7.9(b)
      (including in respect of insurance proceeds receivable, on a pro forma
      basis before such proceeds are deposited with the Security Trustee) to
      equal or exceed the Collateral Maintenance Ratio.

              
	 
      	 
      	 
      


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                (e)

              	
                A
      prepayment under Clause 10.3(d) shall be treated and applied as a
      voluntary prepayment under Clause 7.5.

              
	 
      	 
      
	
                (f)

              	
                From
      the Closing Date and until
      all Commitments have terminated and all amounts payable hereunder have
      been paid in full, the weighted average age of the
      Ships (weighted by the Fair Market Value of the Ships) shall not exceed 18
      years.  If any Ship reaches the age of 21 years or more
      during this period, such Ship shall be assigned no value in the
      calculation of the aggregate Fair Market Value of the
    Ships.

              
	 
      	 
      
	
                11

              	
                GUARANTEE

              
	 
      	 
      
	
                11.1

              	
                Guarantee.  In
      order to induce the Lenders to make the Loan to the Borrower, and to
      induce the Swap Bank to enter into Designated Transactions with the
      Borrower, the Guarantors jointly and severally hereby guarantee (this
      “Guarantee”), each
      as a primary obligor and not merely as a surety, the performance and
      punctual payment when due, whether at stated maturity, by acceleration or
      otherwise, of all Secured Liabilities of the Borrower now or hereafter
      existing under this Agreement and any other Finance Document, whether for
      principal, interest, fees, expenses or otherwise (collectively, the “Guaranteed Obligations”)
      due or owing to any of the Lenders or the Swap Bank (each, a “Guaranteed Party”), and
      agrees to pay any and all expenses (including, without limitation, counsel
      fees and expenses) incurred by a Guaranteed Party or the Security Trustee
      or the Agent in enforcing any rights under this Guarantee.  The
      obligations of the Guarantors under this Guarantee are in addition to and
      shall not in any way be prejudiced by any other guaranty or security now
      or subsequently held by the Guaranteed Parties.  The Guarantors
      hereby further jointly and severally agree that if the Borrower shall fail
      to pay in full when due (whether at stated maturity, by acceleration or
      otherwise) any of the Guaranteed Obligations, the Guarantors will promptly
      pay the same, on first demand, and that in the case of any extension of
      time of payment or renewal of any of the Guaranteed Obligations, the same
      will be promptly paid in full when due (whether at extended maturity, by
      acceleration or otherwise) in accordance with the terms of such extension
      or renewal.

              
	 
      	 
      
	
                11.2.

              	
                Obligations
      absolute.  Each Guarantor guarantees that the Guaranteed
      Obligations will be performed and paid to the Guaranteed Parties strictly
      in accordance with the terms of any applicable agreement, express or
      implied, of the Borrower, regardless of any law, regulation or order of
      any jurisdiction affecting any term of any Guaranteed Obligation or the
      rights of the Guaranteed Parties with respect thereto, including, without
      limitation, any law, rule or policy which is now or hereafter promulgated
      by any governmental authority (including, without limitation, any central
      bank) or regulatory body any of which may adversely affect the Borrower’s
      ability or obligation to make, or right of the Guaranteed Parties to
      receive, such payments, including, without limitation, any sovereign act
      or circumstance which might otherwise constitute a defense to, or a legal
      or equitable discharge of, the Borrower.

              
	 
      	 
      
	
                11.3

              	
                Guarantee
      Unconditional.  The liability of each Guarantor hereunder
      shall be unconditional irrespective of, and each Guarantor hereby waives
      any defenses it may assert with respect to:

              
	 
      	 
      
	
                (a)

              	
                any
      lack of validity or enforceability of any Guaranteed Obligation or
      agreement or instrument relating thereto;

              
	 
      	 
      
	
                (b)

              	
                any
      change in the time, manner or place of payment of, or in any other term
      of, any Guaranteed Obligation;

              
	 
      	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                (c)

              	
                any
      exchange, release or non-perfection of any other Collateral securing
      payment of any Guaranteed Obligation;

              
	 
      	 
      
	
                (d)

              	
                any
      moratorium, bankruptcy, insolvency or other similar law or any other law,
      regulation or order of any jurisdiction affecting any term of any
      Guaranteed Obligation or a Guaranteed Party’s rights with respect thereto;
      or

              
	 
      	 
      
	
                (e)

              	
                any
      other circumstance which might otherwise constitute a defense available
      to, or the discharge of, the Borrower, or a Guarantor.

              
	 
      	 
      
	
                11.4

              	
                Waiver of subrogation;
      Contribution.  Notwithstanding any other provision of
      this Guarantee, until payment in full of the Guaranteed Obligations in
      cash after termination of any of the Guaranteed Parties’ commitments with
      respect thereto:

              
	 
      	 
      
	
                (a)

              	
                each
      Guarantor hereby irrevocably waives any right to assert, enforce, or
      otherwise exercise any right of subrogation to any of the rights, security
      interests, claims, or liens which the Guaranteed Parties have against the
      Borrower or any other Guarantor in respect of the Guaranteed
      Obligations;

              
	 
      	 
      
	
                (b)

              	
                each
      Guarantor shall not have any right of recourse, reimbursements,
      contribution, indemnification, or similar right (by contract or otherwise)
      against the Borrower or any other Guarantor in respect of the Guaranteed
      Obligations; and

              
	 
      	 
      
	
                (c)

              	
                each
      Guarantor hereby irrevocably waives any and all of the foregoing rights
      and also irrevocably waives the benefit of, and any right to participate
      in, any Collateral or other security given to the Guaranteed Parties to
      secure payment of the Guaranteed Obligations.

              
	 
      	 
      
	
                11.5

              	
                Subordination.  The
      Guarantors agree that, so long as the Borrower remains under any actual or
      contingent liability under this Agreement or any other Finance Document,
      any rights which the Guarantors may have at any time by reason of the
      performance by the Guarantors of the Guaranteed Obligations to take the
      benefit (in whole or in part) of any security taken pursuant to this
      Agreement or any of the other Finance Documents shall be subject and
      subordinate to the rights of the Guaranteed Parties hereunder and shall be
      exercised by the Guarantors in such manner and upon such terms as the
      Guaranteed Parties may require and further agree to hold any monies at any
      time received by the Guarantors as a result of the exercise of any such
      rights or otherwise for and on behalf of the Guaranteed Parties for
      application in or towards payment of any sums at any time owed by the
      Borrower under the Agreement or the other Finance
    Documents.

              
	 
      	 
      
	
                11.6

              	
                Reinstatement.  This
      Guarantee shall continue to be effective or be reinstated, as the case may
      be, if at any time any payment of any of the Guaranteed Obligations is
      rescinded or must otherwise be returned by a Guaranteed
    Party.

              
	 
      	 
      
	
                11.7

              	
                Waiver.  Each
      Guarantor waives promptness, diligence and notices with respect to any
      Guaranteed Obligation and this Guarantee and any requirement that a
      Guaranteed Party exhaust any right or take any action against the Borrower
      or any other entity or any or their property.

              
	 
      	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                11.8

              	
                Payments;
      No Reductions.

              
	 
      	 
      
	
                (a)

              	
                All
      payments under this Guarantee shall be made in accordance with Clauses 12,
      16 and 17 of this Agreement.

              
	 
      	 
      
	
                (b)

              	
                Each
      Guarantor agrees to pay any taxes which arise from any payment made
      hereunder or from the execution, delivery or registration by such
      Guarantor of, or otherwise with respect to, this
  Agreement.

              
	 
      	 
      
	
                (c)

              	
                Each
      Guarantor will indemnify a Guaranteed Party in accordance with Clause 16
      upon demand.

              
	 
      	 
      
	
                (d)

              	
                Within
      30 days after the date of any payment of taxes, the affected Guarantor
      will furnish to each Guaranteed Party at its address for notices, the
      original or a certified copy of a receipt evidencing payment
      thereof.  If no taxes are payable in respect of any payment, a
      Guarantor will furnish to each Guaranteed Party a certificate from each
      appropriate taxing authority, or an opinion of counsel acceptable to each
      Guaranteed Party, in either case stating that such payment is exempt from
      or not subject to taxes.

              
	 
      	 
      
	
                11.9

              	
                Continuing
      Guarantee.  This Guarantee is a continuing guaranty, is
      joint and several with any other guarantee given in respect of the
      Guaranteed Obligations, and shall remain in full force and effect until
      the later of the termination of any Commitment of the Lenders under this
      Agreement and the payment in full of the Guaranteed Obligations and all
      other amounts payable hereunder and shall be binding upon each Guarantor,
      its successors and permitted assigns.  The obligations of each
      Guarantor under this Guarantee shall rank pari passu with all
      other unsecured obligations of such Guarantor.

              
	 
      	 
      
	
                12

              	
                PAYMENTS
      AND CALCULATIONS

              
	 
      	 
      
	
                12.1

              	
                Currency and method of
      payments.  All payments to be made by any Obligor under a
      Finance Document shall be made to the Agent:

              
	 
      	 
      
	
                (a)

              	
                not
      later than 11:00 a.m. (New York City time) on the due date (any payment
      received after 11:00 a.m. New York City time shall be deemed to have been
      paid on the next Business Day);

              
	 
      	 
      
	
                (b)

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

              
	 
      	 
      
	
                (c)

              	
                to
      account number 300030007278532, maintained
      at Nordea Bank Finland PLC, New York Branch, located at 437 Madison
      Avenue, New York, New York 10022, USA, ABA Number: 026010786, SWIFT:
      NDEAUS3NXXX, Attention: Credit Administration, re: OceanFreight, or to
      such other account with such other office of the Agent or bank as the
      Agent may from time to time notify to the Obligors.

              
	 
      	 
      
	
                12.2

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

              
	 
      	 
      
	
                (a)

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

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                (b)

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

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

              
	 
      	 
      
	
                12.3

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

              
	 
      	 
      
	
                12.4

              	
                Distribution of payments to
      Credit Parties.  Subject to Clauses 12.5, 12.6 and
      12.7:

              
	 
      	 
      
	
                (a)

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

              
	 
      	 
      
	
                (b)

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

              
	 
      	 
      
	
                12.5

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

              
	 
      	 
      
	
                12.6

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

              
	 
      	 
      
	
                12.7

              	
                Refund to Agent of monies not
      received.  Except as is otherwise provided in Clause
      3.4(b) of this Agreement, if and to the extent that the Agent makes
      available a sum to the Borrower or a Credit Party, without first having
      received that sum, the Borrower or (as the case may be) the Credit Party
      concerned shall, on demand:

              
	 
      	 
      
	
                (a)

              	
                refund
      the sum in full to the Agent; and

              
	 
      	 
      
	
                (b)

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

              
	 
      	 
      
	
                12.8

              	
                Agent may assume
      receipt.  Clause 12.7 shall not affect any claim which
      the Agent has under the law of restitution, and applies irrespective of
      whether the Agent had any form of notice that it had not received the sum
      which it made available (except an express notice from a Lender that it
      will not fund its Ratable Portion of any Advance of a
      Tranche).

              
	 
      	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                12.9

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

              
	 
      	 
      
	
                12.10

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

              
	 
      	 
      
	
                12.11

              	
                Accounts prima facie
      evidence.  If any accounts maintained under Clauses 12.9
      and 12.10 show an amount to be owing by an Obligor to a Credit Party,
      those accounts shall be prima facie evidence that that amount is owing to
      that Credit Party.

              
	 
      	 
      
	
                13

              	
                APPLICATION
      OF RECEIPTS

              
	 
      	 
      
	
                13.1

              	
                Normal order of
      application.  Except as this Agreement or any other
      Finance Document may otherwise provide, any sums which are received or
      recovered by the Agent or the Security Trustee under or by virtue of any
      Finance Document shall be paid to the account of the Agent identified in
      Clause 12.1(c) and applied by the Agent in the following
      manner:

              
	 
      	 
      
	 
      	
                FIRST:
      in or towards the payment or reimbursement of any expenses or liabilities
      incurred by the Agent, the Security Trustee or the Lenders in connection
      with the ascertainment, protection or enforcement of their respective
      rights and remedies hereunder and under the other Finance Documents,
      including without limitation any amounts due under Clause 16
      hereof;

              
	 
      	 
      
	 
      	
                SECOND:
      in or towards payment of any accrued default interest due but unpaid under
      Clause 6;

              
	 
      	 
      
	 
      	
                THIRD:
      in or towards payment of any accrued interest due but unpaid under Clause
      4 on a pro rata
      basis to each outstanding Tranche of the Loan;

              
	 
      	 
      
	 
      	
                FOURTH:
      in or towards payment, on a pro rata basis to each
      outstanding Tranche of the Loan, of any principal due but unpaid under
      Clause 7 hereof;

              
	 
      	 
      
	 
      	
                FIFTH:
      in or towards payment of all other sums which may be owing to any Credit
      Party under this Agreement and the other Finance Documents (or any of
      them),

              
	 
      	 
      
	 
      	
                SIXTH:
      in or towards the payments of any amounts then due under the Master
      Agreement; and

              
	 
      	 
      
	 
      	
                SEVENTH:
      any surplus shall be paid to the Borrower or to whomsoever else may be
      entitled thereto.

              
	 
      	 
      
	
                13.2

              	
                Application of credit
      balances.  A Lender may with seven (7) days prior notice
      or without prior notice if an Event of Default has occurred and is
      continuing:

              
	 
      	 
      
	
                (a)

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

              
	 
      	 
      
	
                (b)

              	
                for
      that purpose:

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	 
      
	 
      	
                (i)

              	
                break,
      or alter the maturity of, all or any part of a deposit of that
      Obligor;

              
	 
      	 
      	 
      
	 
      	
                (ii)

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

              
	 
      	 
      	 
      
	 
      	
                (iii)

              	
                enter
      into any other transaction or make any entry with regard to the credit
      balance which such Lender considers appropriate.

              
	 
      	 
      	 
      
	
                13.3

              	
                Existing rights
      unaffected.  A Lender shall not be obliged to exercise
      any of its rights under Clause 13.2; and those rights shall be without
      prejudice and in addition to any right of set-off, combination of
      accounts, charge, lien or other right or remedy to which such Lender is
      entitled (whether under the general law or any
  document).

              
	 
      	 
      
	
                13.4

              	
                Payments in excess of ratable
      share.  If any Lender shall obtain any payment (whether
      voluntary, involuntary, through the exercise of any right of set-off,
      counterclaim or otherwise) on account of its portion of the Loan and in
      excess of its ratable share of payments on account of the Loan obtained by
      all the Lenders, such Lender shall forthwith purchase from the other
      Lenders such participation in their respective portions of the Loan as
      shall be necessary to share the excess payment ratably with each of them;
      provided that if
      all or any portion of such excess payment is thereafter recovered from
      such purchasing Lender, such purchase from each Lender shall be rescinded
      and such Lender shall repay to the purchasing Lender the purchase price to
      the extent of such recovery together with an amount equal to such Lender’s
      ratable share (according to the proportion of (i) the amount of such
      Lender’s required repayment to (ii) the total amount so recovered from the
      purchasing Lender) of any interest or other amount paid or payable by the
      purchasing Lender in respect of the total amount so
      recovered.  The Borrower agrees that any Lender so purchasing a
      participation from another Lender pursuant to this Clause 13.4 may, to the
      fullest extent permitted by law, exercise all of its rights of payment
      (including the right of set-off) with respect to such participation as
      fully as if such Lender were the direct creditor of the Borrower in the
      amount of such participation.  Notwithstanding the preceding
      sentences of this Clause 13.4, any Lender which shall have commenced or
      joined (as a plaintiff) in an action or proceeding in any court to recover
      sums due to it under this Agreement or any other Finance Document and
      pursuant to a judgment obtained therein or a settlement or compromise of
      that action or proceeding shall have received any amount, shall not be
      required to share any proportion of that amount with a Lender which has
      the legal right to, but does not, join such action or proceeding or
      commence and diligently prosecute a separate action or proceeding to
      enforce its rights in the same or another court.  Each Lender
      exercising or contemplating exercising any rights giving rise to a receipt
      or receiving any payment of the type referred to in this Clause 13.4 or
      instituting legal proceedings to recover sums owing to it under this
      Agreement shall, as soon as reasonably practicable thereafter, give notice
      thereof to the Agent who shall give notice to the other
      Lenders.

              
	 
      	 
      
	
                14

              	
                EVENTS
      OF DEFAULT

              
	 
      	 
      
	
                14.1

              	
                Events of
      Default.  There shall be an Event of Default
      if:

              
	 
      	 
      
	
                (a)

              	
                any
      payment of (i) principal is not paid when due under this Agreement or any
      of the other Finance Documents, or (ii) any interest or any other amount
      due to any Credit Party under this Agreement or any of the other Finance
      Documents is not paid within three (3) Business Days of the due date or,
      only in the case of sums payable on demand, when first demanded (as the
      case may be);

              
	 
      	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                (b)

              	
                any
      breach occurs of Clause 8.2, 10.1(b), 10.1(k)(iv), 10.1(o), 10.1(r),
      10.1(v), 10.1(w), 10.1(x), 10.2 or 10.3; or

              
	 
      	 
      
	
                (c)

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

              
	 
      	 
      
	
                (d)

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

              
	 
      	 
      
	
                (e)

              	
                any
      Obligor shall default (subject to any applicable cure period) in the
      payment when due of any Financial Indebtedness (other than in respect of
      the Finance Documents) in the outstanding principal amount equal to or
      exceeding $1,000,000 or such Financial Indebtedness is, or by reason of
      such default is subject to being, accelerated or any party becomes
      entitled to enforce the security for any such Financial Indebtedness and
      such party shall take steps to enforce the same, unless such default or
      enforcement is being contested by such Obligor, in good faith and through
      appropriate proceedings and in a manner that does not involve any risk of
      sale, forfeiture, loss, confiscation or seizure of any of the Ships, and
      such Obligor shall set aside on its books adequate reserves with respect
      thereto; or

              
	 
      	 
      
	
                (f)

              	
                any
      representation or warranty made by any Obligor or any other party (other
      than a Credit Party) in or pursuant to this Agreement or any of the other
      Finance Documents or in the Compliance Certificate shall prove to have
      been incorrect or misleading in any material respect when made or deemed
      made or confirmed; or

              
	 
      	 
      
	
                (g)

              	
                any
      of the consents referred to in Clause 9.3 is modified in a manner
      unacceptable to the Majority Lenders or is not granted or is revoked or
      terminated or expires and is not renewed or otherwise ceases to be in full
      force and effect; or

              
	 
      	 
      
	
                (h)

              	
                any
      Obligor shall generally not pay its debts as such debts become due, or
      shall admit in writing its inability to pay its debts generally, or shall
      make a general assignment for the benefit of creditors;
  or

              
	 
      	 
      
	
                (i)

              	
                any
      proceeding shall be instituted by or against any Obligor seeking to
      adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up,
      reorganization, arrangement, adjustment, protection, relief, or
      composition of it or its debts under any law relating to bankruptcy,
      insolvency or reorganization or relief of debtors, or seeking the entry of
      an order for relief or the appointment of a receiver, trustee, custodian
      or other similar official for it or for any substantial part of its
      property and either such proceeding shall remain undismissed or unstayed
      for a period of 45 days or any of the actions sought in such proceeding
      (including, without limitation, the entry of an order for relief against,
      or the appointment of a receiver, trustee, custodian or other similar
      official for, it or for any substantial part of its property) shall occur;
      or

              
	 
      	 
      
	
                (j)

              	
                an
      Obligor ceases or threatens to cease to carry on its business except, with
      respect to a Guarantor, in the case of a sale or a proposed sale of its
      Ship; or

              
	 
      	 
      
	
                (k)

              	
                all
      or a material part of the undertakings, assets, rights or revenues of, or
      shares or other ownership interest in, an Obligor are seized,
      nationalized, expropriated or compulsorily acquired by or under authority
      of any government; or

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                (l)

              	
                a
      creditor attaches or takes possession of, or a distress, execution,
      sequestration or process (each an “action”) is levied or
      enforced upon or sued out against, a material part of the undertakings,
      assets, rights or revenues (the “assets”) of an Obligor
      in relation to a claim by such creditor where such Obligor does not or
      does not procure that such action is lifted, vacated, released or
      expunged, or substitute security posted, within 30 days of such action
      being (i) instituted and (ii) notified to such Obligor;
  or

              
	 
      	 
      
	
                (m)

              	
                a Change of Control has
      occurred; or

              
	 
      	 
      
	
                (n)

              	
                a
      Ship is sold or becomes a Total Loss and any prepayment required to be
      made under Clause 7.9 is not made when due; or

              
	 
      	 
      
	
                (o)

              	
                it
      becomes impossible or unlawful:

              
	 
      	 
      
	 
      	
                (i)

              	
                for
      an Obligor or any other party thereto (other than a Credit Party) to
      fulfill any of the covenants and obligations contained in this Agreement
      and/or any of the other Finance Documents or otherwise;
  or

              
	 
      	 
      	 
      
	 
      	
                (ii)

              	
                for
      a Credit Party to exercise any of the rights vested in it under this
      Agreement and/or any of the other Finance Documents or otherwise;
      or

              
	 
      	 
      	 
      
	
                (p)

              	
                there
      occurs, in the reasonable opinion of the Majority Lenders, a material
      adverse change in the financial condition of an Obligor that impairs the
      ability of an Obligor to perform its obligations under any Finance
      Document to which it is a party; or

              
	 
      	 
      
	
                (q)

              	
                any
      other event occurs or circumstance arises which, in the reasonable opinion
      of the Majority Lenders, is likely materially and adversely to
      affect:

              
	 
      	 
      
	 
      	
                (i)

              	
                the
      ability of an Obligor or any other party (other than a Credit Party) to
      perform all or any of its respective obligations under or otherwise to
      comply with the terms of this Agreement or any of the other Finance
      Documents; or

              
	 
      	 
      	 
      
	 
      	
                (ii)

              	
                the
      security created by any Collateral; or

              
	 
      	 
      	 
      
	
                (r)

              	
                an
      event of default, or an event or circumstance which, with the giving of
      any notice, the lapse of time or both would constitute an event of default
      (subject to any applicable cure period), has occurred under any material
      agreement (other than the Finance Documents) to which any of the Obligors
      is a party; or

              
	 
      	 
      
	
                (s)

              	
                any
      judgment or order is made, the effect whereof would be to render
      ineffective or invalid this Agreement or any other Finance Document or any
      material provision thereof, or any Obligor thereof asserts that any such
      agreement or provision thereof is invalid.

              
	 
      	 
      
	
                14.2

              	
                Actions following an Event of
      Default.  On, or at any time after, the occurrence of an
      Event of Default the Agent shall at the request, or may with the consent,
      of the Majority Lenders:

              
	 
      	 
      
	
                (a)

              	
                serve
      on the Borrower a notice stating that all obligations of the Lenders to
      the Borrower under this Agreement are terminated, whereupon the same shall
      forthwith terminate; and/or

              
	 
      	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                (b)

              	
                serve
      on the Borrower a notice stating that the Loan, all accrued interest and
      all other amounts accrued or owing under this Agreement or any other
      Finance Document are immediately due and payable, whereupon all such
      amounts shall become and be forthwith due and payable, without
      presentment, demand, protest or further notice of any kind, all of which
      are hereby expressly waived by the Borrower; provided that in the
      case of an Event of Default under either of Clauses 14.1(h) or (i), the
      Loan and all accrued interest and other amounts accrued or owing hereunder
      shall be deemed immediately due and payable without notice or demand
      therefor; and/or

              
	 
      	 
      
	
                (c)

              	
                take
      any other action which, as a result of the Event of Default or any notice
      served under paragraph (a) or (b) above, a Credit Party is entitled to
      take under any Finance Document or any applicable law.

              
	 
      	 
      
	
                14.3

              	
                Termination of
      obligations.  On the service of a notice under paragraph
      (a) of Clause 14.2, all the obligations of the Lenders to the Borrower
      under this Agreement shall terminate.

              
	 
      	 
      
	
                14.4

              	
                Acceleration of
      Loan.  On the service of a notice under paragraph (b) of
      Clause 14.2, the Loan, all accrued interest and all other amounts accrued
      or owing from the Obligors under this Agreement and every other Finance
      Document shall become immediately due and payable or, as the case may be,
      payable on demand, and the Security Trustee shall forthwith be entitled to
      enforce the Security Interests created by this Agreement and any other
      Finance Document in any manner available to it and in such sequence as the
      Security Trustee may, in its absolute discretion,
    determine.

              
	 
      	 
      
	
                14.5

              	
                Multiple notices; action
      without notice.  The Agent may serve notices under
      paragraphs (a) and (b) of Clause 14.2 simultaneously or on different dates
      and it may take any action referred to in that Clause if no such notice is
      served or simultaneously with or at any time after the service of both or
      either of such notices.

              
	 
      	 
      
	
                15

              	
                FEES
      AND EXPENSES

              
	 
      	 
      
	
                15.1

              	
                Fees.

              
	 
      	 
      
	
                (a)

              	
                The
      Borrower shall pay to the Agent a facility fee and an annual
      administration fee as and when required by the Fee
  Letter.

              
	 
      	 
      
	
                (b)

              	
                During
      the period commencing on October 1, 2007 and ending on the date the Total
      Commitments are terminated, the Borrower shall pay to the Agent (for the
      account of the Lenders), quarterly in arrears, a commitment fee of 0.45%
      per annum on the daily
      average unutilized Commitment of each Lender.

              
	 
      	 
      
	
                15.2

              	
                Costs of negotiation,
      preparation etc.  The Borrower shall pay to the Agent on
      its demand the amount of all reasonable and documented expenses incurred
      by the Agent or any other Credit Party in connection with the negotiation,
      preparation, execution, registration or enforcement of any Finance
      Document or any related document or with any transaction contemplated by a
      Finance Document or a related document, including, without limitation, the
      reasonable fees and disbursements of a Credit Party’s legal counsel and
      any local counsel retained by them.

              
	 
      	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                15.3

              	
                Costs of variations,
      amendments, enforcement etc.  The Borrower shall pay to
      the Agent, on the Agent’s demand, the amount of all reasonable and
      documented expenses incurred by the Credit Parties in connection
      with:

              
	 
      	 
      
	
                (a)

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

              
	 
      	 
      
	
                (b)

              	
                any
      consent or waiver by any Credit Party under or in connection with a
      Finance Document, or any request for such a consent or
    waiver;

              
	 
      	 
      
	
                (c)

              	
                the
      valuation of or any other matter relating to the Collateral;
      or

              
	 
      	 
      
	
                (d)

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

              
	 
      	 
      
	 
      	
                There
      shall be recoverable under paragraph (d) the full amount of all legal
      expenses as may be incurred by such Credit Party.

              
	 
      	 
      
	
                15.4

              	
                Documentary
      taxes.  The Borrower shall promptly pay any tax payable
      on or by reference to any Finance Document, and shall, on demand, fully
      indemnify any Credit Party against any liabilities and expenses resulting
      from any failure or delay by the Borrower to pay such a
    tax.

              
	 
      	 
      
	
                16

              	
                INDEMNITIES

              
	 
      	 
      
	
                16.1

              	
                Indemnities regarding borrowing
      and repayment of Loan.  The Borrower shall fully
      indemnify a Lender on a Lender’s first demand in respect of all reasonable
      and duly documented expenses, liabilities and losses which are incurred by
      such Lender, or which such Lender reasonably and with due diligence
      estimates that it will incur, as a result of or in connection
      with:

              
	 
      	 
      
	
                (a)

              	
                an
      Advance not being borrowed on the Expected Drawdown Date specified in the
      Drawdown Notice for such Advance for any reason other than a default by
      such Lender;

              
	 
      	 
      
	
                (b)

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

              
	 
      	 
      
	
                (c)

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

              
	 
      	 
      
	
                (d)

              	
                the
      occurrence and/or continuance of an Event of Default or a Potential Event
      of Default and/or the acceleration of repayment of the Loan under Clause
      14; and

              
	 
      	 
      
	
                (e)

              	
                in
      respect of any tax (other than tax on its overall net income imposed by a
      taxing jurisdiction in which such Lender is organized, holds or books the
      Loan or has a principal place of business) for which such Lender is liable
      in any jurisdiction directly in connection with any amount paid or payable
      to such Lender under any Finance Document.

              
	 
      	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                16.2

              	
                Breakage
      costs.  Without limiting its generality, Clause 16.1
      covers any liability, expense or actual loss incurred by a
      Lender:

              
	 
      	 
      
	
                (a)

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

              
	 
      	 
      
	
                (b)

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

              
	 
      	 
      
	 
      	
                It
      is understood and agreed that unless an Event of Default has occurred and
      is continuing any gain realized by a Lender under Clause 16.2(b) shall be
      for credit against the amount then due from the Borrower to such
      Lender.

              
	 
      	 
      
	
                16.3

              	
                Miscellaneous
      indemnities.  The Borrower shall fully indemnify each
      Credit Party in respect of all claims, demands, proceedings, liabilities,
      taxes, losses and expenses of every kind (“liability items”) which
      may be made or brought against, or incurred by, such Credit Party, in any
      country, in relation to:

              
	 
      	 
      
	
                (a)

              	
                any
      action taken, or omitted or neglected to be taken, under or in connection
      with any Finance Document by such Credit Party or by any receiver
      appointed under a Finance Document;

              
	 
      	 
      
	
                (b)

              	
                any
      other event, matter or question which occurs or arises at any time during
      the Security Period and which has any connection with any payment or other
      transaction relating to a Finance Document or any asset covered (or
      previously covered) by a Security Interest created (or intended to be
      created) by a Finance Document;

              
	 
      	 
      
	 
      	
                other
      than liability items which are shown to have been caused by the gross
      negligence or willful misconduct of such Credit Party’s own officers or
      employees.

              
	 
      	 
      
	
                16.4

              	
                Other
      indemnities.  The Borrower further agrees to fully
      indemnify each Credit Party on any such Credit Party’s first demand in
      respect of all reasonable expenses, liabilities and losses which are
      incurred by such Credit Party, or which such Credit Party reasonably and
      with due diligence estimates that it will incur, as a result of or in
      connection with the enforcement (whether through negotiations, legal
      proceedings or otherwise) of the Finance Documents and any other document
      to be delivered hereunder.

              
	 
      	 
      
	
                16.5

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

              
	 
      	 
      
	
                (a)

              	
                making
      or lodging any claim or proof against such Obligor, whether in its
      liquidation, any arrangement involving it or otherwise;
  or

              
	 
      	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                (b)

              	
                obtaining
      an order or judgment from any court or other tribunal;
  or

              
	 
      	 
      
	
                (c)

              	
                enforcing
      any such order or judgment,

              
	 
      	 
      
	 
      	
                such
      Obligor shall indemnify such Credit Party against the loss arising when
      the amount of the payment actually received by such Credit Party is
      converted at the available rate of exchange into the Contractual
      Currency.

              
	 
      	 
      
	 
      	
                In
      this Clause 16.5, the “available rate of
      exchange” means the rate at which the Credit Party concerned is
      able at the opening of business (London time) on the Business Day after it
      receives the sum concerned to purchase the Contractual Currency with the
      Payment Currency.

              
	 
      	 
      
	 
      	
                This
      Clause 16.5 creates a separate liability of the Borrower which is distinct
      from its other liabilities under the Finance Documents and which shall not
      be merged in any judgment or order relating to those other
      liabilities.

              
	 
      	 
      
	
                16.6

              	
                Increased
      costs.

              
	 
      	 
      
	
                (a)

              	
                Except
      as to taxes, levies, imposts, deductions, charges, withholdings or
      liabilities with respect thereto (it being understood that the Borrower
      shall not have any liability for any taxes, levies, imposts, deductions,
      charges, withholdings or liabilities with respect thereto, except as
      provided in Clauses 15.4, 16.1, 16.3, 16.4 or 17), if due to
      either:

              
	 
      	 
      
	 
      	
                (i)

              	
                the
      introduction of or any change in or in the interpretation of any law or
      regulation; or

              
	 
      	 
      	 
      
	 
      	
                (ii)

              	
                the
      compliance by any Lender with any guideline or request from any central
      bank or other governmental authority,

              
	 
      	 
      	 
      
	 
      	
                in
      any case introduced, changed, interpreted or requested after the date
      hereof (whether or not having the force of law),

              
	 
      	 
      
	 
      	
                there
      shall be:

              
	 
      	 
      
	 
      	
                (x)

              	
                imposed,
      modified or deemed applicable any reserve, special deposit or similar
      requirement against assets held by, or deposits in or for the account of,
      any Lender; or

              
	 
      	 
      	 
      
	 
      	
                (y)

              	
                imposed
      on any Lender any other condition relating to this Agreement or the
      Advance made by it,

              
	 
      	 
      	 
      
	 
      	
                and
      the result of any event referred to in clause (x) or (y) shall be to
      increase the cost to such Lender of agreeing to make or making, funding or
      maintaining an Advance, then the Borrower shall from time to time, upon
      demand by such Lender (with a copy of such demand to the Agent) made
      within 60 days after the first date on which such Lender has actual
      knowledge that it is entitled to make demand for payment under this Clause
      16.6(a), pay to the Agent for the account of such Lender additional
      amounts sufficient to compensate such Lender for such increased cost;
      provided
      that:

              
	 
      	 
      	 
      
	 
      	
                (A)

              	
                if
      such Lender fails to so notify the Borrower within such 60-day period,
      such increased cost shall commence accruing on such later date on which
      the Lender notifies the Borrower;
and

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                (B)

              	
                before
      making any such demand, such Lender agrees to use its best efforts
      (consistent with its internal policy and legal and regulatory
      restrictions) to designate a different Lending Office if the making of
      such a designation would avoid the need for, or reduce the amount of, such
      increased cost and would not, in the reasonable judgment of such Lender,
      be otherwise disadvantageous to such Lender.

              
	 
      	 
      	 
      
	 
      	
                Any
      Lender, upon determining that additional amounts sufficient to compensate
      it for such increased cost are payable by the Borrower pursuant to this
      Clause 16.6(a), will give prompt written notice thereof to the Borrower
      and the Agent, which notice shall include a certificate submitted to the
      Borrower and the Agent by such Lender setting forth in reasonable detail
      the basis for and the calculation of such increased cost (such certificate
      as to the amount of such increased cost, submitted to the Borrower and the
      Agent by such Lender shall be conclusive and binding for all purposes,
      absent manifest error), although the failure to give any such notice shall
      not release or diminish the Borrower’s obligation to pay such increased
      cost pursuant to this Clause 16.6(a).

              
	 
      	 
      
	
                (b)

              	
                If
      a Lender determines that compliance with any law or regulation or any
      guideline or request from any central bank or other governmental or
      monetary authority in regard to capital adequacy (whether or not having
      the force of law) including, without limitation, any guideline
      contemplated by the report dated July 1988 entitled “International
      Convergence of Capital Management and Capital Standards” issued by the
      Bank Committee on Banking Regulations and Supervisory Practices, in any
      case in which such law, regulation, guideline or request became effective
      or was made after the date hereof, has or would have the effect of
      reducing the rate of return on the capital of, or maintained by, such
      Lender or any company controlling such Lender as a consequence of such
      Lender making its Ratable Portion of any Advance or Commitment hereunder
      and other commitments of this type, by increasing the amount of capital
      required or expected to be maintained by such Lender or any company
      controlling such Lender, to a level below that which such Lender or any
      company controlling such Lender could have achieved but for such adoption,
      effectiveness, change or compliance (taking into account such Lender’s or
      such company’s policies with respect to capital adequacy) then the
      Borrower shall, from time to time, pay such Lender, upon demand by such
      Lender made within 60 days after the first date on which such Lender has
      actual knowledge that it is entitled to make demand for payment under this
      Clause 16.6(b) of such reduction in return, such additional amount as may
      be specified by such Lender as being sufficient to compensate such Lender
      for such reduction in return, to the extent that such Lender reasonably
      determines such reduction to be attributable to the existence of such
      Lender’s commitment to lend hereunder; provided that if such
      Lender fails to so notify the Borrower within such 60-day period, such
      amounts shall commence accruing on such later date on which such Lender
      notifies the Borrower.  A certificate submitted to the Borrower
      and the Agent by such Lender setting forth in reasonable detail the basis
      for and the calculation of such additional amount shall be conclusive and
      binding for all purposes, absent manifest error.

              
	 
      	 
      
	
                17

              	
                NO
      SET-OFF OR TAX DEDUCTION

              
	 
      	 
      
	
                17.1

              	
                No
      deductions.  All amounts due from an Obligor under a
      Finance Document shall be paid:

              
	 
      	 
      
	
                (a)

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

              
	 
      	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                (b)

              	
                free
      and clear of any tax deduction except a tax deduction which such Obligor
      is required by law to make.

              
	 
      	 
      
	
                17.2

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

              
	 
      	 
      
	
                (a)

              	
                that
      Obligor shall notify the Agent as soon as it becomes aware of the
      requirement;

              
	 
      	 
      
	
                (b)

              	
                that
      Obligor shall pay the tax deducted to the appropriate taxation authority
      promptly, and in any event before any fine or penalty
    arises;

              
	 
      	 
      
	
                (c)

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

              
	 
      	 
      
	
                17.3

              	
                Evidence of payment of
      taxes.  Within 30 days after making any tax deduction, an
      Obligor shall deliver to the Agent documentary evidence satisfactory to
      the Agent that the tax had been paid to the appropriate taxation
      authority.

              
	 
      	 
      
	
                17.4

              	
                Exclusion of tax on overall net
      income.  In this Clause 17 “tax deduction” means
      any deduction or withholding for or on account of any present or future
      tax except tax on a Lender’s overall net income imposed by a taxing
      jurisdiction in which such Lender is organized, holds or books the Loan or
      has a principal place of business.

              
	 
      	 
      
	
                18

              	
                ILLEGALITY,
      ETC

              
	 
      	 
      
	
                18.1

              	
                Illegality.  This
      Clause 18 applies if a Lender notifies the Borrower that it has become, or
      will with effect from a specified date, become:

              
	 
      	 
      
	
                (a)

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

              
	 
      	 
      
	
                (b)

              	
                contrary
      to, or inconsistent with, any regulation,

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

              
	 
      	 
      
	
                18.2

              	
                Notification and effect of
      illegality.  On a Lender notifying the Borrower under
      Clause 18.1, such Lender’s obligation to make available its Commitment
      shall terminate; and thereupon or, if later, on the date specified in such
      Lender’s notice under Clause 18.1 as the date on which the notified event
      would become effective, the Borrower shall prepay to such Lender that
      portion of the Loan then due and payable to such Lender plus all amounts
      otherwise payable under Clause 7.

              
	 
      	 
      
	
                19

              	
                ASSIGNMENTS
      AND PARTICIPATIONS; CHANGES IN LENDING OFFICE

              
	 
      	 
      
	
                19.1

              	
                Assignment by Borrower or
      Guarantors.  Except as permitted by Clause 10.2(b),
      neither the Borrower or any of the Guarantors may, without the consent of
      the Lenders (such consent not to be unreasonably
  withheld):

              
	 
      	 
      
	
                (a)

              	
                transfer
      any of its rights or obligations under any Finance Document;
      or

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                (b)

              	
                enter
      into any merger, de-merger or other reorganization, or carry out any other
      act, as a result of which any of its rights or liabilities under any
      Finance Document would vest in, or pass to, another
  person.

              
	 
      	 
      
	
                19.2

              	
                Assignments by Lender;
      Participations.

              
	 
      	 
      
	
                (a)

              	
                Each
      Lender may at its own expense and without the consent of the Borrower
      assign to a bank or other entity all or a portion of its rights and
      obligations under this Agreement (including, without limitation, all or a
      portion of its Commitment or the Advance(s) owing to it and the Notes held
      by it (if any)), provided
      that:

              
	 
      	 
      
	 
      	
                (i)

              	
                each
      such assignment shall be of a uniform, and not a varying, percentage of
      all rights and obligations under this Agreement;

              
	 
      	 
      	 
      
	 
      	
                (ii)

              	
                the
      amount of the Commitment of the assigning Lender being assigned pursuant
      to each such assignment (determined as of the date of the Assignment and
      Acceptance with respect to such assignment) shall in no event be less than
      $5,000,000 and shall be an integral multiple of $1,000,000 in excess
      thereof, or shall be an assignment to another Lender or an assignment of
      all of the assigning Lender’s rights and obligations hereunder and under
      the Notes held by such Lender;

              
	 
      	 
      	 
      
	 
      	
                (iii)

              	
                each
      such assignment shall be to (x) another Lender or a financial Affiliate of
      the assigning Lender or (y) to an Eligible Assignee;

              
	 
      	 
      	 
      
	 
      	
                (v)

              	
                at
      the time of such assignment, no such assignment shall, without the consent
      of the Borrower, result in increased liability to the Borrower under this
      Agreement; and

              
	 
      	 
      	 
      
	 
      	
                (v)

              	
                the
      parties to each such assignment shall execute and deliver to the Agent,
      for its acceptance and recording in the Register, an Assignment and
      Acceptance, together with the Notes (if any) subject to such assignment
      and a processing and recordation fee of $3,000 from the
      assignee.

              
	 
      	 
      	 
      
	 
      	
                Upon
      such execution, delivery, acceptance and recording, from and after the
      effective date specified in each Assignment and Acceptance, (x) the
      assignee thereunder shall be a party hereto and, to the extent that rights
      and obligations hereunder have been assigned to it pursuant to such
      Assignment and Acceptance, have the rights and obligations of a Lender
      hereunder and (y) the Lender assignor thereunder shall, to the extent that
      rights and obligations hereunder have been assigned by it pursuant to such
      Assignment and Acceptance, relinquish its rights and be released from its
      further obligations under this Agreement (and, in the case of an
      Assignment and Acceptance covering all or the remaining portion of an
      assigning Lender’s rights and obligations under this Agreement, such
      Lender shall cease to be a party hereto).

              
	 
      	 
      
	
                (b)

              	
                By
      executing and delivering an Assignment and Acceptance, the Lender assignor
      thereunder and the assignee thereunder confirm to and agree with each
      other and the other parties hereto as follows:

              
	 
      	 
      
	 
      	
                (i)

              	
                other
      than as provided in such Assignment and Acceptance, such assigning Lender
      makes no representation or warranty and assumes no responsibility with
      respect to any statements, warranties or representations made in or in
      connection with this Agreement or the execution, legality, validity,
      enforceability, genuineness, sufficiency or value of this Agreement or any
      other instrument or document furnished pursuant
  hereto;

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                (ii)

              	
                such
      assigning Lender makes no representation or warranty and assumes no
      responsibility with respect to the financial condition of any Obligor or
      the performance or observance by any Obligor of any of their obligations
      under this Agreement, any other Finance Document or any other instrument
      or document furnished pursuant hereto or thereto;

              
	 
      	 
      	 
      
	 
      	
                (iii)

              	
                such
      assignee confirms that it has received a copy of this Agreement, together
      with copies of the financial statements referred to in Clauses 9.9 and
      10.1(f) and such other documents and information as it has deemed
      appropriate to make its own credit analysis and decision to enter into
      such Assignment and Acceptance;

              
	 
      	 
      	 
      
	 
      	
                (iv)

              	
                such
      assignee will, independently and without reliance upon the Agent, such
      assigning Lender or any other Lender and based on such documents and
      information as it shall deem appropriate at the time, continue to make its
      own credit decisions in taking or not taking action under this
      Agreement;

              
	 
      	 
      	 
      
	 
      	
                (v)

              	
                such
      assignee confirms that it is an Eligible Assignee or another Lender or a
      financial Affiliate of the assigning Lender;

              
	 
      	 
      	 
      
	 
      	
                (vi)

              	
                such
      assignee appoints and authorizes the Agent to take such action as agent on
      its behalf and to exercise such powers under this Agreement as are
      delegated to the Agent by the terms hereof, together with such powers as
      are reasonably incidental thereto;

              
	 
      	 
      	 
      
	 
      	
                (vii)

              	
                such
      assignee agrees that it will perform in accordance with their terms all of
      the obligations which by the terms of this Agreement are required to be
      performed by it as a Lender; and

              
	 
      	 
      	 
      
	 
      	
                (viii)

              	
                such
      assigning Lender and such assignee represent and warrant that such
      assignment is not in violation of any applicable laws, including
      securities laws.

              
	 
      	 
      	 
      
	
                (c)

              	
                The
      Agent shall maintain at its address referred to in Clause 21.2 a copy of
      each Assignment and Acceptance delivered to and accepted by it and a
      register for the recordation of the names and addresses of the Lenders and
      the Commitment of, and principal amount of the Advances owing to, each
      Lender from time to time (the “Register”).  The
      entries in the Register shall be conclusive and binding for all purposes,
      absent manifest error, and the Borrower, the Agent, and the Lenders may
      treat each person whose name is recorded in the Register as a Lender
      hereunder for all purposes of this Agreement.  The Register
      shall be available for inspection by the Borrower or any Lender at any
      reasonable time and from time to time upon reasonable prior
      notice.

              
	 
      	 
      
	
                (d)

              	
                Upon
      its receipt of an Assignment and Acceptance executed by an assigning
      Lender and an assignee, the Agent shall, if such Assignment and Acceptance
      has been completed and is in substantially the form of Schedule 4 hereto,
      (i) accept such Assignment and Acceptance, (ii) record the information
      contained therein in the Register and (iii) give prompt notice thereof to
      the Borrower.

              
	 
      	 
      
	
                (e)

              	
                Each
      Lender may, at is own expense, without the Borrower’s consent, sell
      participations to one or more banks or other entities in or to all or a
      portion of its rights and obligations under this Agreement (including
      without limitation, all or a portion of its Commitment and the Advance(s)
      owing to it); provided
      that:

              
	 
      	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                (i)

              	
                such
      Lender’s obligations under this Agreement (including, without limitation,
      its Commitment to the Borrower hereunder) shall remain
      unchanged;

              
	 
      	 
      	 
      
	 
      	
                (ii)

              	
                such
      Lender shall remain solely responsible to the other parties hereto for the
      performance of such obligations;

              
	 
      	 
      	 
      
	 
      	
                (iii)

              	
                such
      Lender shall remain the Lender for all purposes of this
      Agreement;

              
	 
      	 
      	 
      
	 
      	
                (iv)

              	
                the
      Borrower, the Agent and the other Lenders shall continue to deal solely
      and directly with such Lender in connection with such Lender’s rights and
      obligations under this Agreement; and

              
	 
      	 
      	 
      
	 
      	
                (v)

              	
                no
      participant under any such participation shall have any right to approve
      any amendment or waiver of any provision of any Finance Document, or any
      consent to any departure by an Obligor therefrom.

              
	 
      	 
      	 
      
	
                (f)

              	
                Notwithstanding
      any other provision set forth in this Agreement, any Lender may, at its
      own expense, at any time create a security interest in all or any portion
      of its rights under this Agreement (including, without limitation, the
      Advances owing to it and the Notes held by it) in favor of any Federal
      Reserve Bank in accordance with Regulation A of the Board of Governors of
      the Federal Reserve System.

              
	 
      	 
      
	
                19.3

              	
                Rights of
      assignee.  In respect of any breach of a warranty,
      undertaking, condition or other provision of a Finance Document, or any
      misrepresentation made in or in connection with a Finance Document, a
      direct or indirect assignee of any of a Lender’s rights or interests under
      or by virtue of the Finance Documents shall be entitled to recover damages
      by reference to the loss incurred by that assignee as a result of the
      breach or misrepresentation irrespective of whether the Lender would have
      incurred a loss of that kind or amount.

              
	 
      	 
      
	
                19.4

              	
                Subrogation
      assignment.  A Lender may assign, in any manner and on
      terms agreed by it, all or any part of those rights to an insurer or
      surety who has become subrogated to them.

              
	 
      	 
      
	
                19.5

              	
                Disclosure of
      information.  The Lenders may disclose to a potential
      assignee or sub-participant any information which the Lenders have
      received in relation to the Obligors or their respective affairs under or
      in connection with any Finance Document, provided that if the
      information is clearly of a confidential nature the potential assignee or
      sub-participant shall enter into a confidentiality
    agreement.

              
	 
      	 
      
	
                19.6

              	
                Change of Lending
      Office.  Except as otherwise permitted under Clause 16.6,
      a Lender may change its Lending Office by giving notice to the Borrower
      and the change shall become effective on the later of:

              
	 
      	 
      
	
                (a)

              	
                the
      date on which the Borrower receives the notice; and

              
	 
      	 
      
	
                (b)

              	
                the
      date, if any, specified in the notice as the date on which the change will
      come into effect;

              
	 
      	 
      
	 
      	
                provided that such
      change in Lending Office does not increase the Borrower’s costs under this
      Agreement.

              
	 
      	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                20

              	
                VARIATIONS
      AND WAIVERS

              
	 
      	 
      
	
                20.1

              	
                Variations, waivers
      etc.

              
	 
      	 
      
	
                (a)

              	
                A
      document shall be effective to vary, waive, suspend or limit any provision
      of a Finance Document, or a Credit Party’s rights or remedies under such a
      provision or the general law, only if the document is signed, or
      specifically agreed to by fax, by the relevant Obligor(s) and the relevant
      Credit Party.

              
	 
      	 
      
	
                (b)

              	
                Except
      as otherwise provided in this Agreement, this Agreement or any term hereof
      may be amended, modified, waived, discharged or terminated only by an
      instrument in writing, signed by the Majority Lenders or by the Agent
      acting with the consent of the Majority Lenders.

              
	 
      	 
      
	
                (c)

              	
                Notwithstanding
      the provisions of Clause 20.1(b), no amendment, modification or waiver
      shall, unless by an instrument signed by all the Lenders or by the Agent
      acting with the consent of all the Lenders (so long as this Agreement
      remains in effect or there are any Designated Transactions
      continuing):

              
	 
      	 
      
	 
      	
                (i)

              	
                increase
      the Commitment of any Lender, or increase or extend the term, or extend
      the time or waive any requirement for the reduction or termination, of any
      Advance;

              
	 
      	 
      	 
      
	 
      	
                (ii)

              	
                extend
      the date fixed for the payment of principal or interest of any
      Advance;

              
	 
      	 
      	 
      
	 
      	
                (iii)

              	
                reduce
      the amount of any payment of principal in respect of any Advance or the
      rate at which interest is payable thereon or any fee is payable
      hereunder;

              
	 
      	 
      	 
      
	 
      	
                (iv)

              	
                alter
      the terms of this Clause 20;

              
	 
      	 
      	 
      
	 
      	
                (v)

              	
                release
      any Collateral, except as contemplated in this Agreement or by a Finance
      Document; or

              
	 
      	 
      	 
      
	 
      	
                (vi)

              	
                change
      the definition of the term “Majority Lenders”;

              
	 
      	 
      	 
      
	 
      	
                provided that (x) any
      amendment of Clause 26 shall require the written consent of the Agent and
      the Security Trustee and (y) the Borrower shall have the right
      to replace any Lender that refuses to consent to any amendments,
      modifications or waivers requested by the Borrower under this Clause
      20.1(c) and approved by the Majority Lenders with an Eligible Assignee
      (and in such case the Agent may execute an Assignment and Acceptance on
      behalf of a Lender which is being so replaced by an Eligible
      Assignee).

              
	 
      	 
      
	
                20.2

              	
                Exclusion of other or implied
      variations.  Except for a document which satisfies the
      requirements of Clause 20.1, no document, and no act, course of conduct,
      failure or neglect to act, delay or acquiescence on the part of a Credit
      Party (or any person acting on its behalf) shall result in such Credit
      Party (or any person acting on its behalf) being taken to have varied,
      waived, suspended or limited, or being precluded (permanently or
      temporarily) from enforcing, relying on or exercising:

              
	 
      	 
      
	
                (a)

              	
                a
      provision of this Agreement or another Finance Document;
  or

              
	 
      	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                (b)

              	
                an
      Event of Default or Potential Event of Default; or

              
	 
      	 
      
	
                (c)

              	
                a
      breach by an Obligor of an obligation under a Finance Document or the
      general law; or

              
	 
      	 
      
	
                (d)

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

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

              
	 
      	 
      
	
                21

              	
                NOTICES

              
	 
      	 
      
	
                21.1

              	
                General.  Unless
      otherwise specifically provided, any notice under or in connection with
      any Finance Document shall be given by personal delivery or by registered
      mail (with a copy by facsimile transmission or email sent the same day) or
      by facsimile transmission; and references in the Finance Documents to
      written notices, notices in writing and notices signed by particular
      persons shall be construed accordingly.

              
	 
      	 
      
	
                21.2

              	
                Addresses for
      communications.  A notice shall be
  sent:

              
	 
      	 
      
	
                (a)

              	
                to
      the Borrower or any Guarantor:

              	
                Omega
      Building

              
	 
      	 
      	 
      	
                80
      Kifissias Avenue

              
	 
      	 
      	 
      	
                151
      25 Maroussi

              
	 
      	 
      	 
      	
                Athens,
      Greece

              
	 
      	 
      	 
      	
                Attention:
      Chief Financial Officer

              
	 
      	 
      	 
      	
                Fax
      No.: +30-210-614-0284

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                with
      a copy to:

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Seward
      & Kissel LLP

              
	 
      	 
      	 
      	
                One
      Battery Park

              
	 
      	 
      	 
      	
                New
      York, New York 10004

              
	 
      	 
      	 
      	
                Attention:
      Gary Wolfe, Esq.

              
	 
      	 
      	 
      	
                Fax
      No.: +212-480-8421

              
	 	 	 	 
	
                (b)

              	
                to
      the Agent or the Security Trustee:

              	
                Nordea
      Bank Finland PLC, New York Branch

              
	 
      	 
      	 
      	
                437
      Madison Avenue

              
	 
      	 
      	 
      	
                New
      York, New York 10022

              
	 
      	 
      	 
      	
                Attention:
      Loan Administration

              
	 
      	 
      	 
      	
                Fax
      No.: +212-750-9188

              
	 
      	 
      	 
      
	
                (c)

              	
                to
      any Lender:

              	
                at
      its address listed on Schedule 1 hereto,

              
	 
      	 
      	 
      
	 
      	
                or
      to such other address or addresses as each party may notify the
      other.

              
	 
      	 
      
	
                21.3

              	
                Effective date of
      notices.  Subject to Clauses 21.4 and
    21.5:

              
	 
      	 
      
	
                (a)

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

              
	 
      	 
      
	
                (b)

              	
                a
      notice which is sent by post shall be deemed to be served, and shall take
      effect, three (3) days after the date of posting; and

              
	 
      	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                (c)

              	
                a
      notice which is sent by facsimile transmission shall be deemed to be
      served, and shall take effect, two (2) hours after its successful
      transmission is completed.

              
	 
      	 
      
	
                21.4

              	
                Service outside business
      hours.  However, if under Clause 21.3 a notice would be
      deemed to be served:

              
	 
      	 
      
	
                (a)

              	
                on
      a day which is not a Business Day in the place of receipt;
    or

              
	 
      	 
      
	
                (b)

              	
                on
      such a Business Day, but after 5:00 p.m. local time;

              
	 
      	 
      
	 
      	
                the
      notice shall (subject to Clause 21.5) be deemed to be served, and shall
      take effect, at 9:00 a.m. on the next day which is such a Business
      Day.

              
	 
      	 
      
	
                21.5

              	
                Illegible
      notices.  Clauses 21.3 and 21.4 do not apply if the
      recipient of a notice notifies the sender within one (1) hour after the
      time at which the notice would otherwise be deemed to be served that the
      notice has been received in a form which is illegible in a material
      respect.

              
	 
      	 
      
	
                21.6

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

              
	 
      	 
      
	
                (a)

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

              
	 
      	 
      
	
                (b)

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

              
	 
      	 
      
	
                21.7

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

              
	 
      	 
      
	
                21.8

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

              
	 
      	 
      
	
                22

              	
                POSITION
      OF THE LENDERS AND THE SWAP BANK

              
	 
      	 
      
	
                22.1

              	
                Interests of Credit Parties
      several.  The rights of the Credit Parties under this
      Agreement are several.

              
	 
      	 
      
	
                22.2

              	
                Individual Credit Parties’
      right of action.  Each Lender and the Swap Bank shall be
      entitled to sue for any amount which has become due and payable by the
      Borrower to it under this Agreement, the Master Agreement or any other
      Finance Document without joining the Agent, the Security Trustee or any
      other Credit Party as additional parties in the proceedings, provided that neither
      the Swap Bank nor any Lender may commence proceedings against the Borrower
      or any other Obligor in connection with a Finance Document without the
      prior consent of the Majority Lenders.

              
	 
      	 
      
	
                22.3

              	
                Obligations of Credit Parties
      several.  The obligations of the Lenders and the Swap
      Bank under this Agreement are several, and a failure of a Lender or the
      Swap Bank to perform its obligations under this Agreement shall not result
      in:

              
	 
      	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                (a)

              	
                the
      obligations of the other Lenders or the Swap Bank being increased;
      or

              
	 
      	 
      
	
                (b)

              	
                the
      Borrower, any other Obligor, any other Lender or the Swap Bank being
      discharged (in whole or in part) from its obligations under any Finance
      Document;

              
	 
      	 
      
	 
      	
                and
      in no circumstances shall a Lender or the Swap Bank have any
      responsibility for a failure of another Lender or the Swap Bank (as the
      case may be) to perform its obligations under this
    Agreement.

              
	 
      	 
      
	
                22.4

              	
                Swap
      Subordination.  At all times during the Security Period,
      the Swap Bank agrees that its rights under the Master Agreement
      (including, without limitation, any right of repayment) shall be subject
      and subordinate to the rights of the Lenders under this Agreement and the
      other Finance Documents.

              
	 
      	 
      
	
                23

              	
                SUPPLEMENTAL;
      SUBORDINATION OF OBLIGORS

              
	 
      	 
      
	
                23.1

              	
                Rights cumulative,
      non-exclusive.  The rights and remedies which the Finance
      Documents give to the Credit Parties:

              
	 
      	 
      
	
                (a)

              	
                are
      cumulative;

              
	 
      	 
      
	
                (b)

              	
                may
      be exercised as often as appears expedient; and

              
	 
      	 
      
	
                (c)

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

              
	 
      	 
      
	
                23.2

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

              
	 
      	 
      
	
                23.3

              	
                Counterparts.  This
      Agreement and any other Finance Document may be executed in any number of
      counterparts.

              
	 
      	 
      
	
                23.4

              	
                Binding
      Effect.  This Agreement shall become effective on the
      Effective Date and thereafter shall be binding upon and inure to the
      benefit of each of the parties hereto and their respective successors and
      assigns, except that the Borrower shall not have the right to assign its
      rights hereunder or any interest herein except as provided in Clause
      19.1.

              
	 
      	 
      
	
                23.5

              	
                Subordination of
      Obligors.  Subject to Clause 23.6, during the Security
      Period, no Obligor shall:

              
	 
      	 
      
	
                (a)

              	
                claim
      by way of any legal or administrative action any amount which may be due
      to it from another Obligor whether in respect of a payment made, or matter
      arising out of, this Agreement or the other Finance Documents, or any
      matter unconnected with this Agreement or the other Finance Documents;
      or

              
	 
      	 
      
	
                (b)

              	
                take
      or enforce any form of security from another Obligor for such an amount,
      or in any other way seek to have recourse in respect of such an amount
      against any asset of another Obligor; or

              
	 
      	 
      
	
                (c)

              	
                set
      off such an amount against any sum due from it to another Obligor;
      or

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                (d)

              	
                prove
      or claim for such an amount in any liquidation, administration,
      arrangement or similar procedure involving another Obligor;
    or

              
	 
      	 
      
	
                (e)

              	
                exercise
      or assert any combination of the foregoing.

              
	 
      	 
      
	
                23.6

              	
                Required
      action.  If during the Security Period, the Agent, by
      notice to an Obligor, requires it to take any action referred to in
      paragraphs (a) to (d) of Clause 23.5, in relation to any other Obligor,
      that Obligor shall take that action as soon as practicable after receiving
      the Agent’s notice.

              
	 
      	 
      
	
                24

              	
                UPSIZE
      OPTION

              
	 
      	 
      
	
                24.1

              	
                Upsize
      option.  Subject to the following conditions, from time to time during the period
      between the Effective Date and September 18, 2010 the Borrower may by
      notice to the Agent, without the consent of the Lenders, increase the
      available Commitments in respect of the Tranche B Loan by
      either:

              
	 
      	 
      
	
                (a)

              	
                causing one or more banks or
      financial institutions to become a Lender hereunder (with all the rights
      and obligations of a Lender attendant thereto) in respect of the Tranche B
      Loan (in which case such bank or financial institution shall execute such
      agreement as the Agent shall deem appropriate to cause such bank or
      financial institution to accede to the rights and obligations of a Lender
      hereunder); or

              
	 
      	 
      
	
                (b)

              	
                agreeing with one or more Lenders,
      in each such Lender’s sole discretion, to increase such Lender’s
      Commitment in respect of the Tranche B Loan.

              
	 
      	 
      
	
                24.2

              	
                Limitations on
      upsize option. The conditions
      referred to in Clause 24.1 are that:

              
	 
      	 
      
	
                (a)

              	
                the
      aggregate of all increases of the available Commitments in
      respect of the Tranche B Loan shall not exceed
      $50,000,000;

              
	 
      	 
      
	
                (b)

              	
                no
      new Commitment (in the case of a new Lender) and no increased Commitment
      (in the case of an existing Lender) shall be less than $10,000,000
      (measured individually);

              
	 
      	 
      
	
                (c)

              	
                the
      Borrower and/or the Guarantors shall provide such additional Collateral as
      may be acceptable to the Agent in its sole reasonable discretion (acting
      upon the instruction of the Majority Lenders) in an amount not less than
      200% of each Commitment increase; and

              
	 
      	 
      
	
                (d)

              	
                the
      Obligors and the Credit Parties (including any new Lender) shall execute
      and deliver an amendment, or an amendment and restatement, of this
      Agreement and such others of the Finance Documents as the Majority Lenders
      shall deem appropriate, any such amendment or amendment and restatement to
      be in form and substance satisfactory to the Majority
    Lenders.

              
	 
      	 
      
	
                25

              	
                EFFECTIVENESS
      OF THIS AGREEMENT

              
	 
      	 
      
	
                25.1

              	
                Conditions precedent to
      effectiveness.  The amendment and restatement of the
      Original Loan Agreement pursuant hereto shall become effective on and as
      of the first date (the “Effective Date”) on
      which all of the following conditions shall have been
      satisfied:

              
	 
      	 
      
	
                (a)

              	
                The
      Agent shall have received:

              
	 
      	 
      
	 
      	
                (i)

              	
                an
      original of this Agreement duly executed by the parties
      hereto;

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                (ii)

              	
                in
      respect of each Obligor, documents of the kind specified in Schedule 3,
      Part A, paragraphs 2, 3, 4, 5 and 6, updated with appropriate
      modifications, each to be in form and substance satisfactory to the
      Agent;

              
	 
      	 
      	 
      
	 
      	
                (iii)

              	
                a
      duly executed original of an addendum to the Mortgage in respect of each
      of the Marshall Islands registered AUGUSTA, HELENA, LANSING, PIERRE and
      RICHMOND, each such addendum to be in form and substance satisfactory to
      the Agent;

              
	 
      	 
      	 
      
	 
      	
                (iv)

              	
                a
      duly executed original of each Second Statutory Mortgage in respect of
      each of the Cypriot registered AUSTIN and TRENTON, each such Second
      Statutory Mortgage to be in form and substance satisfactory to the
      Agent;

              
	 
      	 
      	 
      
	 
      	
                (v)

              	
                documentary
      evidence that the relevant Mortgage addendum has been duly recorded
      according to the laws of the Republic of The Marshall Islands against each
      of the AUGUSTA, HELENA, LANSING, PIERRE and RICHMOND;

              
	 
      	 
      	 
      
	 
      	
                (vi)

              	
                documentary
      evidence that the relevant Second Statutory Mortgage has been duly
      recorded according to the laws of the Republic of Cyprus against each of
      the AUSTIN and TRENTON;

              
	 
      	 
      	 
      
	 
      	
                (vii)

              	
                any
      consents, agreements and other documents in connection with this Agreement
      and the Finance Documents which the Agent may request by notice to the
      Obligors prior to the Effective Date, including, without limitation, a
      certificate of the president or secretary of each Intermediate Holding
      Company dated the date of this Agreement:

              
	 
      	 
      	 
      
	 
      	 
      	
                (1)

              	
                as
      to (a) there being no amendments to its constitutional documents since the
      date such documents were delivered previously to the Agent, (b) the
      absence of any proceedings for the dissolution or liquidation of such
      party, (c) the veracity of the representations and warranties contained in
      the Share Pledge made by such party, (d) the absence of any material
      misstatement of fact in any information provided by such party to the
      Agent and that such information did not omit to state any material fact
      necessary to make statements therein, in light of the circumstances under
      which they were made, not misleading, and (e) the absence of a Potential
      Event of Default or an Event of Default; and

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (2)

              	
                acknowledging
      this Agreement and confirming that such party’s Share Pledge remains in
      full force and effect;

              
	 
      	 
      	 
      	 
      
	 
      	
                (viii)

              	
                a
      favorable opinion of Seward & Kissel LLP, special New York, Marshall
      Islands and Liberian counsel to the Obligors, in form, scope and substance
      satisfactory to the Credit Parties; and

              
	 
      	 
      	 
      
	 
      	
                (ix)

              	
                a
      favorable opinion of each of special Cypriot and Maltese counsel to the
      Credit Parties, in form, scope and substance satisfactory to the Credit
      Parties.

              
	 
      	 
      	 
      
	
                (b)

              	
                No
      Event of Default or Potential Event of Default shall have occurred and be
      continuing and there shall have been no material adverse change in the
      financial condition, operations or business prospects of the Obligors
      since the date of the Original Loan Agreement.

              
	 
      	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                25.2

              	
                Amendment and Restatement of
      Original Loan Agreement.  With effect on and from the
      Effective Date, the Original Loan Agreement shall be, and shall be deemed
      by this Agreement to have been, amended and restated upon the terms and
      conditions stated herein and, as so amended and restated, the Original
      Loan Agreement shall continue to be binding on each of the parties to it
      in accordance with its terms as so amended and
restated.

              
	 
      	 
      
	
                25.3

              	
                Amendments to Finance
      Documents.  With effect on and from the Effective Date
      each of the Finance Documents (other than this Agreement and any Second
      Statutory Mortgage) shall be, and shall be deemed by this Agreement to
      have been, amended as follows:

              
	 
      	 
      
	
                (a)

              	
                the
      definition of, and references throughout each of the Finance Documents to,
      the Loan Agreement and any of the other Finance Documents shall be
      construed as if the same referred to the Loan Agreement and those Finance
      Documents as amended and restated or supplemented by this Agreement;
      and

              
	 
      	 
      
	
                (b)

              	
                by
      construing references throughout each of the Finance Documents to “this
      Agreement”, “hereunder” and other like expressions as if the same referred
      to such Finance Documents as amended and supplemented by this
      Agreement.

              
	 
      	 
      
	
                25.4

              	
                Finance Documents to remain in
      full force and effect.  Except as amended hereby, all
      terms and conditions of each of the Finance Documents shall remain in full
      force and effect and are hereby ratified and confirmed in all
      respects.  Without limiting the foregoing, each of the
      Guarantors acknowledges and agrees that the Guarantee remains in full
      force and effect.

              
	 
      	 
      
	
                26

              	
                THE
      AGENT AND THE SECURITY TRUSTEE

              
	 
      	 
      
	
                26.1

              	
                Appointment and
      Granting.

              
	 
      	 
      
	
                (a)

              	
                The
      Agent.  Each Lender irrevocably appoints and authorizes
      the Agent to act as its agent hereunder and under any of the other Finance
      Documents with such powers as are specifically delegated to the Agent by
      the terms of this Agreement and of any of the other Finance Documents,
      together with such other powers as are reasonably incidental
      thereto.

              
	 
      	 
      
	
                (b)

              	
                The Security
      Trustee.

              
	 
      	 
      	 
      
	 
      	
                (i)

              	
                Authorization of Security
      Trustee.  Each of the Lenders, the Swap Bank and the
      Agent irrevocably appoints and authorizes the Security Trustee to act as
      security trustee hereunder and under the other Finance Documents (other
      than the Notes) with such powers as are specifically delegated to the
      Security Trustee by the terms of this Agreement and such other Finance
      Documents, together with such other powers as are reasonably incidental
      thereto.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	 
      	 
      
	 
      	
                (ii)

              	
                Granting
      Clause.  To secure the payment of all sums of money from
      time to time owing to the Lenders or the Swap Bank under this Agreement,
      the Notes and the other Finance Documents in the maximum principal amount
      of $409,500,000 plus accrued interest thereon and all other amounts owing
      to the Lenders, the Swap Bank the Agent or the Security Trustee pursuant
      to this Agreement, the Notes and the other Finance Documents, and the
      performance of the covenants of the Borrower and any other Obligor herein
      and therein contained, and in consideration of the premises and of the
      covenants herein contained and of the extensions of credit by the Lenders,
      the Security Trustee does hereby declare that it will hold as such trustee
      in trust for the benefit of the Lenders, the Swap Bank and the Agent, from
      and after the execution and delivery thereof, all of its right, title and
      interest as mortgagee in, to and under each Mortgage and its right, title
      and interest as assignee and secured party under the other Finance
      Documents (the right, title and interest of the Security Trustee in and to
      the property, rights and privileges described above, from and after the
      execution and delivery thereof, and all property hereafter specifically
      subjected to the lien of the indenture created hereby and by the Finance
      Documents by any amendment hereto or thereto are herein collectively
      called the “Estate”); TO HAVE AND TO
      HOLD the Estate unto the Security Trustee and its successors and assigns
      forever BUT IN TRUST, NEVERTHELESS, for the equal and proportionate
      benefit and security of the Lenders, the Swap Bank and the Agent and their
      respective successors and assigns without any priority of any one over any
      other (except as provided in Clause 13.1 of this Agreement), UPON THE
      CONDITION that, unless and until an Event of Default under this Agreement
      shall have occurred and be continuing, each of the Obligors shall be
      permitted, to the exclusion of the Security Trustee, to possess and use
      the Ships.  IT IS HEREBY COVENANTED, DECLARED AND AGREED that
      all property subject or to become subject hereto is to be held, subject to
      the further covenants, conditions, uses and trusts hereinafter set forth,
      and each Obligor, for itself and its respective successors and assigns,
      hereby covenants and agrees to and with the Security Trustee and its
      successors in said trust, for the equal and proportionate benefit and
      security of the Lenders, the Swap Bank and the Agent as hereinafter set
      forth.

              
	 
      	 
      	 
      
	 
      	
                (iii)

              	
                Acceptance of
      Trusts.  The Security Trustee hereby accepts the trusts
      imposed upon it as Security Trustee by this Agreement, and the Security
      Trustee covenants and agrees to perform the same as herein expressed and
      agrees to receive and disburse all monies constituting part of the Estate
      in accordance with the terms hereof.

              
	 
      	 
      	 
      
	
                26.2

              	
                Scope of
      Duties.  Neither the Agent nor the Security Trustee
      (which terms as used in this sentence and in Clause 26.5 hereof shall
      include reference to their respective affiliates and their own respective
      and their respective affiliates’ officers, directors, employees, agents
      and attorneys-in-fact):

              
	 
      	 
      
	
                (a)

              	
                shall
      have any duties or responsibilities except those expressly set forth in
      this Agreement and in any of the Finance Documents, and shall not by
      reason of this Agreement or any of the Finance Documents be (except, with
      respect to the Security Trustee, as specifically stated to the contrary in
      this Agreement) a trustee for a Lender or the Swap
Bank;

              
	 
      	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                (b)

              	
                shall
      be responsible to the Lenders or the Swap Bank for any recitals,
      statements, representations or warranties contained in this Agreement or
      in any of the Finance Documents, or in any certificate or other document
      referred to or provided for in, or received by any of them under, this
      Agreement or any of the Finance Documents, or for the value, validity,
      effectiveness, genuineness, enforceability or sufficiency of this
      Agreement or any of the Finance Documents or any other document referred
      to or provided for herein or therein or for any failure by any Obligor or
      any other person to perform any of its obligations hereunder or thereunder
      or for the location, condition or value of any property covered by any
      lien under any of the Finance Documents or for the creation, perfection or
      priority of any such lien;

              
	 
      	 
      
	
                (c)

              	
                shall
      be required to initiate or conduct any litigation or collection
      proceedings hereunder or under any of the Finance Documents unless
      expressly instructed to do so in writing by the Majority Lenders;
      or

              
	 
      	 
      
	
                (d)

              	
                shall
      be responsible for any action taken or omitted to be taken by it hereunder
      or under any of the Finance Documents or under any other document or
      instrument referred to or provided for herein or therein or in connection
      herewith or therewith, except for its own gross negligence or willful
      misconduct.  Each of the Security Trustee and the Agent may
      employ agents and attorneys-in-fact and neither the Security Trustee nor
      the Agent shall be responsible for the negligence or misconduct of any
      such agents or attorneys-in-fact selected by it in good
      faith.  Each of the Security Trustee and the Agent may deem and
      treat the payee of a Note as the holder thereof for all purposes hereof
      unless and until a written notice of the assignment or transfer thereof
      shall have been filed with the Agent, together with the written consent of
      the Borrower to such assignment or transfer.

              
	 
      	 
      
	
                26.3

              	
                Reliance.  Each
      of the Security Trustee and the Agent shall be entitled to rely upon any
      certification, notice or other communication (including any thereof by
      telephone, telex, telefacsimile, telegram or cable) believed by it to be
      genuine and correct and to have been signed or sent by or on behalf of the
      proper person or persons, and upon advice and statements of legal counsel,
      independent accountants and other experts selected by the Security Trustee
      or the Agent, as the case may be.  As to any matters not
      expressly provided for by this Agreement or any of the Finance Documents,
      each of the Security Trustee and the Agent shall in all cases be fully
      protected in acting, or in refraining from acting, hereunder or thereunder
      in accordance with instructions signed by the Majority Lenders, and such
      instructions and any action taken or failure to act pursuant thereto shall
      be binding on all of the Lenders.

              
	 
      	 
      
	
                26.4

              	
                Knowledge.  Neither
      the Security Trustee nor the Agent shall be deemed to have knowledge or
      notice of the occurrence of a Potential Event of Default or Event of
      Default (other than, in the case of the Agent, the non-payment of
      principal of or interest on the Loan or any Advance) unless each of the
      Security Trustee and the Agent has received notice from a Lender or any
      Obligor specifying such Potential Event of Default or Event of Default and
      stating that such notice is a “Notice of Default”.  If the Agent
      receives such a notice of the occurrence of such Potential Event of
      Default or Event of Default, the Agent shall give prompt notice thereof to
      the Security Trustee and the Lenders (and shall give each Lender prompt
      notice of each such non-payment).  Subject to Clause 26.8
      hereof, the Security Trustee and the Agent shall take such action with
      respect to such Potential Event of Default or Event of Default or other
      event as shall be directed by the Majority Lenders, except that, unless
      and until the Security Trustee and the Agent shall have received such
      directions, each of the Security Trustee and the Agent may (but shall not
      be obligated to) take such action, or refrain from taking such action,
      with respect to such Potential Event of Default or Event of Default or
      other event as it shall deem advisable in the best interest of the Lenders
      and the Swap Bank.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                26.5

              	
                Security Trustee and Agent as
      Lenders.  Each of the Security Trustee and the Agent (and
      any successor acting as Security Trustee or Agent, as the case may be) in
      its individual capacity as a Lender hereunder shall have the same rights
      and powers hereunder as any other Lender and may exercise the same as
      though it were not acting as the Security Trustee or the Agent, as the
      case may be, and the term “Lender” or “Lenders” shall, unless the context
      otherwise indicates, include each of the Security Trustee and the Agent in
      their respective individual capacities.  Each of the Security
      Trustee and the Agent (and any successor acting as Security Trustee and
      Agent, as the case may be) and their respective affiliates may (without
      having to account therefor to a Lender) accept deposits from, lend money
      to and generally engage in any kind of banking, trust or other business
      with any Obligor and any of its subsidiaries or affiliates as if it were
      not acting as the Security Trustee or the Agent, as the case may be, and
      each of the Security Trustee and the Agent and their respective affiliates
      may accept fees and other consideration from such Obligor for services in
      connection with this Agreement or otherwise without having to account for
      the same to the Lenders.

              
	 
      	 
      
	
                26.6

              	
                Indemnification of Security
      Trustee and Agent.  The Lenders agree to indemnify each
      of the Agent and the Security Trustee (to the extent not reimbursed under
      other provisions of this Agreement, but without limiting the obligations
      of any Obligor under said other provisions, ratably in accordance with the
      aggregate principal amount of each Lenders’ participation in the Loan),
      for any and all liabilities, obligations, losses, damages, penalties,
      actions, judgments, suits, costs, expenses or disbursements of any kind
      and nature whatsoever which may be imposed on, incurred by or asserted
      against the Security Trustee or the Agent in any way relating to or
      arising out of this Agreement or any of the Finance Documents or any other
      documents contemplated by or referred to herein or therein or the
      transactions contemplated hereby (including, without limitation, the costs
      and expenses which an Obligor is to pay hereunder, but excluding, unless
      an Event of Default has occurred and is continuing, normal administrative
      costs and expenses incident to the performance of their respective agency
      duties hereunder) or the enforcement of any of the terms hereof or thereof
      or of any such other documents, except that no Lender shall be liable for
      any of the foregoing to the extent they arise from the gross negligence or
      willful misconduct of the party to be indemnified.

              
	 
      	 
      
	
                26.7

              	
                Reliance on Security Trustee or
      Agent.  Each Lender and the Swap Bank agrees that it has,
      independently and without reliance on the Security Trustee, the Agent or
      any other Lender, and based on such documents and information as it has
      deemed appropriate, made its own credit analysis of the Obligors and
      decision to enter into this Agreement and that it will, independently and
      without reliance upon the Security Trustee, the Agent or any other Lender,
      and based on such documents and information as it shall deem appropriate
      at the time, continue to make its own analysis and decisions in taking or
      not taking action under this Agreement or any of the Finance
      Documents.  None of the Security Trustee or the Agent shall be
      required to keep itself informed as to the performance or observance by
      any of the Obligors of its obligations under this Agreement or any of the
      Finance Documents or any other document referred to or provided for herein
      or therein or to inspect the properties or books of the
      Obligors.  Except for notices, reports and other documents and
      information expressly required to be furnished to the Lenders and/or the
      Swap Bank by the Security Trustee or the Agent hereunder, neither the
      Security Trustee nor the Agent shall have any duty or responsibility to
      provide a Lender with any credit or other information concerning the
      affairs, financial condition or business of any of the Obligors or any of
      their respective parents, subsidiaries or Affiliates which may come into
      the possession of the Security Trustee, the Agent or any of their
      respective Affiliates.

              
	 
      	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                26.8

              	
                Actions by Security Trustee and
      Agent.  Except for action expressly required of the
      Security Trustee or the Agent hereunder and under the other Finance
      Documents, each of the Security Trustee and the Agent shall in all cases
      be fully justified in failing or refusing to act hereunder and thereunder
      unless it shall receive further assurances to its satisfaction from the
      Lenders of their indemnification obligations under Clause 26.5 hereof
      against any and all liability and expense which may be incurred by it by
      reason of taking or continuing to take any such action.

              
	 
      	 
      
	
                26.9

              	
                Resignation and
      Removal.  Subject to the appointment and acceptance of a
      successor Security Trustee or Agent (as the case may be) as provided
      below, each of the Security Trustee and the Agent may resign at any time
      by giving notice thereof to the Lenders, the Swap Bank and the Obligors,
      and the Security Trustee or the Agent may be removed at any time with or
      without cause by the Majority Lenders.  Upon any such
      resignation or removal, the Majority Lenders shall have the right to
      appoint a successor Security Trustee or Agent, as the case may be, which
      shall be a Lender, or a Lender with an Affiliate, which has an office in
      New York, New York.  If no successor Security Trustee or Agent,
      as the case may be, shall have been so appointed by the Lenders or, if
      appointed, shall not have accepted such appointment within 30 days after
      the retiring Security Trustee’s or Agent’s, as the case may be, giving of
      notice of resignation or the Majority Lenders’ removal of the retiring
      Security Trustee or Agent, as the case may be, then the retiring Security
      Trustee or Agent, as the case may be, may, on behalf of the Lenders,
      appoint a successor Security Trustee or Agent, as the case may be, which
      shall be a Lender, or a Lender with an Affiliate, which has an office in
      New York, New York.  Upon the acceptance of any appointment as
      Security Trustee or Agent hereunder by a successor Security Trustee or
      Agent, such successor Security Trustee or Agent, as the case may be, shall
      thereupon succeed to and become vested with all the rights, powers,
      privileges and duties of the retiring Security Trustee or Agent, as the
      case may be, and the retiring Security Trustee or Agent shall be
      discharged from its duties and obligations hereunder.  After any
      retiring Security Trustee or Agent’s resignation or removal hereunder as
      Security Trustee or Agent, as the case may be, the provisions of this
      Clause 26 shall continue in effect for its benefit in respect of any
      actions taken or omitted to be taken by it while it was acting as the
      Security Trustee or the Agent, as the case may be.

              
	 
      	 
      
	
                26.10

              	
                Release of
      Collateral.  Without the prior written consent of all of
      the Lenders and the Swap Bank, neither the Security Trustee nor the Agent
      will consent to any modification, supplement or waiver under any of the
      Finance Documents nor without the prior written consent of all of the
      Lenders and the Swap Bank release any Collateral or otherwise terminate
      any lien under the Finance Documents, except that no such consent is
      required, and each of the Security Trustee and the Agent is authorized, to
      release any lien covering property if the obligations have been paid and
      performed in full or which is the subject of a disposition of property
      permitted hereunder or to which the Lenders and the Swap Bank have
      consented.

              
	 
      	 
      
	
                27

              	
                LAW
      AND JURISDICTION

              
	 
      	 
      
	
                27.1

              	
                Governing
      law.  THIS AGREEMENT AND THE OTHER FINANCE DOCUMENTS
      (EXCEPT THE MORTGAGES) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
      WITH, THE LAWS OF THE STATE OF NEW
YORK.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	 
      
	
                27.2

              	
                Consent
      to Jurisdiction.

              
	 
      	 
      
	
                (a)

              	
                The parties to this Agreement
      hereby irrevocably and unconditionally submit, for themselves and their
      property, to the nonexclusive jurisdiction of any New York State court or
      Federal court of the United States of America sitting in New York
      County, and any appellate court thereof, in any action or
      proceeding arising out of or relating to this Agreement or any of the
      other Finance Documents to which any of the parties hereto is a party or
      for recognition or enforcement of any judgment, and each of the parties
      hereto hereby irrevocably and unconditionally agrees that all claims in
      respect of any such action or proceeding may be heard and determined in
      such New York State Court or, to the extent permitted by law, in such
      Federal court.  Each of the parties hereto agrees that a final
      judgment in any such action or proceeding shall be conclusive and may be
      enforced in other jurisdictions by suit on the judgment or in any other
      manner provided by law.

              
	 
      	 
      
	
                (b)

              	
                Nothing
      in this Clause 27.2 shall affect the right of a Credit Party to bring any
      action or proceeding against an Obligor or its property in the courts of
      any other jurisdictions where such action or proceeding may be
      heard.

              
	 
      	 
      
	
                (c)

              	
                The
      Obligors hereby irrevocably and unconditionally waive, to the fullest
      extent they may legally and effectively do so, any objection which they
      may now or hereafter have to the laying of venue of any suit, action or
      proceeding arising out of or relating to this Agreement in any New York
      State or Federal court and the defense of an inconvenient forum to the
      maintenance of such action or proceeding in any such court and any
      immunity from jurisdiction of any court or from any legal process with
      respect to themselves or their property.

              
	 
      	 
      
	
                (d)

              	
                Each
      Obligor hereby agrees to appoint Seward & Kissel LLP with offices
      currently located at One Battery Park, New York, New York 10004,
      Attention: Gary Wolfe, Esq., as its designated agent for service of
      process for any action or proceeding arising out of or relating to this
      Agreement or any other Finance Document.  Each Obligor also
      irrevocably consents to the service of any and all process in any such
      action or proceeding by the mailing of copies of such process to its
      address specified in Clause 21.2.  The Obligors also agree that
      service of process may be made on them by any other method of service
      provided for under the applicable laws in effect in the State of New
      York.

              
	 
      	 
      
	
                27.3

              	
                Rights
      unaffected.  Nothing in this Clause 27 shall exclude or
      limit any right a Credit Party may have (whether under the law of any
      country, an international convention or otherwise) with regard to the
      bringing of proceedings, the service of process, the recognition or
      enforcement of a judgment or any similar or related matter in any
      jurisdiction.

              
	 
      	 
      
	
                27.4

              	
                Meaning of
      “proceedings”.  In this Clause 27, “proceedings” means
      proceedings of any kind, including an application for a provisional or
      protective measure.

              
	 
      	 
      
	
                28

              	
                WAIVER
      OF JURY TRIAL

              
	 
      	 
      
	
                28.1

              	
                WAIVER.  THE
      OBLIGORS AND THE CREDIT PARTIES MUTUALLY AND IRREVOCABLY WAIVE ANY AND ALL
      RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR
      RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
      HEREBY.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                29

              	
                PATRIOT
      ACT

              
	 
      	 
      
	
                29.1

              	
                PATRIOT Act
      Notice.  Each of the Agent, the Lenders and the Swap Bank
      hereby notifies the Obligors that pursuant to the requirements of the
      PATRIOT Act and the Agent’s, each Lender’s and the Swap Bank’s policies
      and practices, the Agent, each of the Lenders and the Swap Bank is
      required to obtain, verify and record certain information and
      documentation that identifies each of the Obligors, which information
      includes the name and address of each of the Obligors and such other
      information that will allow the Agent, each of the Lenders and the Swap
      Bank to identify each of the Obligors in accordance with the PATRIOT
      Act.

              


      

      


      


      
        	
                 
      

              	
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      WHEREFORE, the parties hereto have
caused this Loan Agreement to be executed as of the date first above
written.

      


      
        	
                OCEANFREIGHT
      INC.,

                as
      Borrower

                 

                 

                By:/s/Lawrence Rutkowski

                Name:  Lawrence
      Rutkowski

                Title:  Attorney-in-Fact

                 

                OCEANENERGY
      OWNERS LIMITED,

                as
      Guarantor

                 

                 

                By: /s/Lawrence Rutkowski

                Name:  Lawrence
      Rutkowski

                Title:  Attorney-in-Fact

                 

              	
                NORDEA
      BANK NORGE ASA, acting through its Grand Cayman branch, as Lead Arranger
      and Bookrunner

                 

                By:/s/Martin
Lunder_______________

                Name:  Martin
      Lunder

                Title:  Senior Vice
      President

                 

                 

                By: /s/ Martin Kahm
      _______________

                Name:  Martin
      Kahm

                Title:  Vice
      President

              
	
                OCEANRESOURCES
      OWNERS LIMITED,

                as
      Guarantor

                 

                 

                By: /s/Lawrence Rutkowski

                Name:  Lawrence
      Rutkowski

                Title:  Attorney-in-Fact

                 

                OCEANSHIP
      OWNERS LIMITED,

                as
      Guarantor

                 

                 

                By: /s/Lawrence Rutkowski

                Name:  Lawrence
      Rutkowski

                Title:  Attorney-in-Fact

                 

                OCEANSTRENGTH
      OWNERS LIMITED,

                as
      Guarantor

                 

                 

                By: /s/Lawrence Rutkowski

                Name:  Lawrence
      Rutkowski

                Title:  Attorney-in-Fact

                 

                 

              	
                NORDEA
      BANK FINLAND PLC, acting through its New York branch, as Swap
      Bank

                 

                 

                By:/s/Martin
Lunder_______________

                Name:  Martin
      Lunder

                Title:  Senior Vice
      President

                 

                By: /s/ Martin Kahm
      _______________

                Name:  Martin
      Kahm

                Title:  Vice
      President

                 

                NORDEA
      BANK FINLAND PLC, acting through its New York branch, as Agent and
      Security Trustee

                 

                 

                By:/s/Martin
Lunder_______________

                Name:  Martin
      Lunder

                Title:  Senior Vice
      President

                 

                By:/s/ Martin Kahm
      _______________

                Name:  Martin
      Kahm

                Title:  Vice
      President

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                OCEANTRADE
      OWNERS LIMITED,

                as
      Guarantor

                 

                 

                By:/s/Lawrence Rutkowski

                Name:  Lawrence
      Rutkowski

                Title:  Attorney-in-Fact

                 

                OCEANVENTURE
      OWNERS LIMITED,

                as
      Guarantor

                 

                 

                By: /s/Lawrence Rutkowski

                Name:  Lawrence
      Rutkowski

                Title:  Attorney-in-Fact

                 

                OCEANWEALTH
      OWNERS LIMITED,

                as
      Guarantor

                 

                 

                By: /s/Lawrence Rutkowski

                Name:  Lawrence
      Rutkowski

                Title:  Attorney-in-Fact

                 

                KIFISSIA
      STAR OWNERS INC.,

                as
      Guarantor

                 

                 

                By: /s/Lawrence Rutkowski

                Name:  Lawrence
      Rutkowski

                Title:  Attorney-in-Fact

                 

                OCEANCLARITY
      OWNERS LIMITED,

                as
      Guarantor

                 

                 

                By: /s/Lawrence Rutkowski

                Name:  Lawrence
      Rutkowski

                Title:  Attorney-in-Fact

                 

                 

                 

                 

                 

                 

                 

                 

                 

                OCEANFIGHTER
      OWNERS INC.,

                as
      Guarantor

                 

                 

                By:/s/Lawrence Rutkowski

                Name:  Lawrence
      Rutkowski

                Title:  Attorney-in-Fact

                 

                OCEANPRIME
      OWNERS LIMITED,

                as
      Guarantor

                 

                 

                By:/s/Lawrence Rutkowski

                Name:  Lawrence
      Rutkowski

                Title:  Attorney-in-Fact

                 

                 

                BANK
      OF AMERICA, N.A.

                as
      Lender

                 

                 

                By: /s/Katherine Brand

                Name:  Katherine
      A. Brand

                Title:

                 

                 

                FBB
      - FIRST BUSINESS BANK S.A.,

                as
      Lender

                 

                 

                By: /s/ Nikolaos
      Vougioukas________

                Name:  Nikolaos
      Vougioukas

                Title:  General
      Shipping Manager

                 

              	
                NORDEA
      BANK NORGE ASA, acting through its Grand Cayman branch,

                as
      Lender

                 

                 

                By:/s/ Colleen Durkin
____________

                Name:  Colleen
      Durkin

                Title:  Vice
      President

                 

                By:/s/ Henrik M.
      Steffensen________

                Name:  Henrik M.
      Steffensen

                Title:  Senior Vice
      President

                 

                BANK
      OF SCOTLAND PLC,

                as
      Co-Arranger

                 

                 

                By:/s/ Alan Boothby ____________

                Name:  Alan
      Boothby

                Title:  Director,
      Marine Finance

                 

                BANK
      OF SCOTLAND PLC,

                as
      Lender

                 

                 

                By:/s/ Alan Boothby ____________

                Name:  Alan
      Boothby

                Title:  Director,
      Marine Finance

                 

                 

                PIRAEUS
      BANK A.E.,

                as
      Co-Arranger

                 

                 

                By:/s/Jason
      Dallas__________________

                Name:  Jason
      Dallas

                Title:

                 

                 

                PIRAEUS
      BANK A.E.,

                as
      Lender

                 

                 

                By:/s/Jason
      Dallas__________________

                Name:  Jason
      Dallas

                Title:

                 

                 

                SKANDINAVISKA
      ENSKILDA BANKEN AB, as Co-Arranger

                 

                 

                By:_/s/ Bjarte Bøe _______________

                Name:  Bjarte
      Bøe

                Title:  Head of
      Structured Finance

                 

                By: /s/ Jan
Dahlén________________

                Name:  Jan
      Dahlén

                Title:  Legal
      Counsel

                 

                 

                SKANDINAVISKA
      ENSKILDA BANKEN AB, as Lender

                 

                By:_/s/ Bjarte Bøe _______________

                Name:  Bjarte
      Bøe

                Title:  Head of
      Structured Finance

                 

                By: /s/ Jan
Dahlén________________

                Name:  Jan
      Dahlén

                Title:  Legal
      Counsel

                 

                 

                COMMERZBANK
      AG, as Lender

                 

                 

                By:/s/ Christoph Beneke/Martin
      Hugger____

                Name:  Christoph
      Beneke/Martin Hugger

                Title:  Vice
      President

                 

                 

                DRESDNER
      BANK AG IN HAMBURG,

                as
      Lender

                 

                 

                By:/s/ Jürgen Palm/Sabine
      Haese______

                Name:  Jürgen
      Palm/Sabine Haese

                Title:  Managing
      Director

                 

              
	 
      	 
      


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
1

       

      


       

      LENDERS
AND COMMITMENTS

       

      


       

      TRANCHE
A LOAN

       

      
        	
                Lender

              	
                Tranche A Loan
Commitment

              
	
                1.      Nordea
      Bank Norge ASA, Grand Cayman branch

                 

                Lending Office:

                 

                c/o
      Nordea Bank Finland, New York branch

                437
      Madison Ave.

                New
      York, NY 10022

                USA

                 

                Attention:
      Loan Administration

                Telephone:  (212)
      318-9300

                Facsimile:  (212)
      750-9188

                 

                Notice Address:

                 

                c/o
      Nordea Bank Finland, New York branch

                437
      Madison Ave.

                New
      York, NY 10022

                USA

                 

                Attention:
      Loan Administration

                Telephone:  (212)
      318-9300

                Facsimile:  (212)
      750-9188

                 

              	
                $46,150,000

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

              
	
                2.      Bank
      of Scotland plc

                 

                Lending Office:

                Bank
      of Scotland

                Corporate

                Marine
      Finance

                Pentland
      House

                8
      Lochside Avenue

                Edinburgh
      EH12 9DJ

                U.K.

                 

                Notice Address (for legal
      notices):

                Bank
      of Scotland

                Corporate

                Marine
      Finance

                Pentland
      House

                8
      Lochside Avenue

                Edinburgh
      EH12 9DJ

                U.K.

                 

                Notice Address (for all other
      notices):

                Bank
      of Scotland

                Corporate

                Loans
      Management Support

                Citymark

                150
      Fountainbridge

                Edinburgh
      EH3 9PE

                U.K.

                 

                Attention:
      Peter McKenzie

                Telephone:  +
      44 131 347 7867

                Facsimile:  +44
      131 347 7471

                 

              	
                $30,770,000

              
	
                3.      Piraeus
      Bank A.E.

                 

                Lending Office:

                Piraeus
      Bank A.E.

                47-49
      Akti Miaouli

                185
      36 Piraeus

                Greece

                 

                Notice Address:

                Piraeus
      Bank A.E.

                47-49
      Akti Miaouli

                185
      36 Piraeus

                Greece

                 

                Attention:  Mrs.
      Polytimi Matharicou

                Telephone:  +30
      210 42 95 214

                Facsimile:  +30
      210 42 92 659

                 

              	
                $30,770,000

              
	
                4.      Skandinaviska
      Enskilda Banken AB

                 

                Lending Office:

                Skandinaviska
      Enskilda Banken AB

                10640
      Stockholm

                Sweden

                 

                Notice Address:

                Rissneleden
      110

                S-106
      40 Stockholm

                Sweden

                 

                Attention:
      Annika Forsberg

                Telephone:  +46
      (0)8 763 85 96

                Facsimile:
      + 46 (0)8 611 03 84

                 

              	
                $30,770,000

              
	
                5.      Commerzbank
      AG

                 

                Lending Office:

                Commerzbank
      AG; Hamburg

                Ness
      7-9

                20457
      Hamburg

                Germany

                 

                Notice Address:

                Commerzbank
      AG; Hamburg

                Ness
      7-9

                20457
      Hamburg

                Germany

                 

                Attention:  Christin
      Germann

                Telephone:  +49403683
      2254

                Facsimile:  +49
      40 3683 4068

                 

              	
                $18,462,000

              
	
                6.      Dresdner
      Bank AG in Hamburg

                 

                Lending Office:

                Dresdner
      Bank AG in Hamburg

                Jungfernstieg
      22

                20354
      Hamburg

                Germany

                 

                Notice Address:

                Dresdner
      Bank AG in Hamburg

                Jungfernstieg
      22

                20354
      Hamburg

                Germany

                 

                Attention:  Anke
      Grahn

                Telephone:  +49
      40 3501 4333

                Facsimile:  +49
      40 3501 4007

                 

              	
                $18,462,000

              
	
                7.      Bank
      of America, N.A.

                 

                Lending Office:

                Bank
      of America, N.A.

                100
      Federal Street

                Boston,
      MA 02110

                U.S.A.

                 

                Notice Address:

                Bank
      of America, N.A.

                100
      Federal Street

                Boston,
      MA 02110

                U.S.A.

                 

                Attention:  Kourosh
      Hessamfar

                Telephone:  617-434-5660

                Facsimile:  617-341-5700

                 

              	
                $12,308,000

              
	
                8.      FBB-
      First Business Bank S.A.

                 

                Lending Office:

                FBB
      - First Business Bank S.A.

                Shipping
      Division

                62,
      Notara & Sotiros Dios Street

                18535,
      Piraeus

                Greece

                 

                Notice Address:

                FBB
      - First Business Bank S.A.

                62,
      Notara & Sotiros Dios Street

                18535,
      Piraeus

                Greece

                 

                Attention:  Vassiliki
      Athanassoulia

                Telephone:  +30
      210 411 76 58

                Facsimile:  +30
      210 413 20 58

                 

              	
                $12,308,000

                 

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
1

       

      


       

      LENDERS
AND COMMITMENTS

       

      


       

      TRANCHE
B LOAN

       

      
        	
                Lender

              	
                Tranche B Loan
Commitment

              
	
                1.      Nordea
      Bank Norge ASA, Grand Cayman branch

                 

                Lending Office:

                 

                c/o
      Nordea Bank Finland, New York branch

                437
      Madison Ave.

                New
      York, NY 10022

                USA

                 

                Attention:
      Loan Administration

                Telephone:  (212)
      318-9300

                Facsimile:  (212)
      750-9188

                 

                Notice Address:

                 

                c/o
      Nordea Bank Finland, New York branch

                437
      Madison Ave.

                New
      York, NY 10022

                USA

                 

                Attention:
      Loan Administration

                Telephone:  (212)
      318-9300

                Facsimile:  (212)
      750-9188

                 

                 

              	
                $28,850,000

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

              
	
                2.      Bank
      of Scotland plc

                 

                Lending Office:

                Bank
      of Scotland

                Corporate

                Marine
      Finance

                Pentland
      House

                8
      Lochside Avenue

                Edinburgh
      EH12 9DJ

                U.K.

                 

                Notice Address (for legal
      notices):

                Bank
      of Scotland

                Corporate

                Marine
      Finance

                Pentland
      House

                8
      Lochside Avenue

                Edinburgh
      EH12 9DJ

                U.K.

                 

                Notice Address (for all other
      notices):

                Bank
      of Scotland

                Corporate

                Loans
      Management Support

                Citymark

                150
      Fountainbridge

                Edinburgh
      EH3 9PE

                U.K.

                 

                Attention:
      Peter McKenzie

                Telephone:  +44
      131 347 7867

                Facsimile:  +44
      131 347 7471

                 

              	
                $19,230,000

              
	
                3.      Piraeus
      Bank A.E.

                 

                Lending Office:

                Piraeus
      Bank A.E.

                47-49
      Akti Miaouli

                185
      36 Piraeus

                Greece

                 

                Notice Address:

                Piraeus
      Bank A.E.

                47-49
      Akti Miaouli

                185
      36 Piraeus

                Greece

                 

                Attention:  Mrs.
      Polytimi Matharicou

                Telephone:  +30
      210 42 95 214

                Facsimile:  +30
      210 42 92 659

                 

              	
                $19,230,000

              
	
                4.      Skandinaviska
      Enskilda Banken AB

                 

                Lending Office:

                Skandinaviska
      Enskilda Banken AB

                10640
      Stockholm

                Sweden

                 

                Notice Address:

                Rissneleden
      110

                S-106
      40 Stockholm

                Sweden

                 

                Attention:
      Annika Forsberg

                Telephone:  +46
      (0)8 763 85 96

                Facsimile:  +46
      (0)8 611 03 84

                 

              	
                $19,230,000

              
	
                5.      Commerzbank
      AG

                 

                Lending Office:

                Commerzbank
      AG; Hamburg

                Ness
      7-9

                20457
      Hamburg

                Germany

                 

                Notice Address:

                Commerzbank
      AG; Hamburg

                Ness
      7-9

                20457
      Hamburg

                Germany

                 

                Attention:  Christin
      Germann

                Telephone:  +49
      40 3683 2254

                Facsimile:  +49
      40 3683 4068

                 

              	
                $11,538,000

              
	
                6.      Dresdner
      Bank AG in Hamburg

                 

                Lending Office:

                Dresdner
      Bank AG in Hamburg

                Jungfernstieg
      22

                20354
      Hamburg

                Germany

                 

                Notice Address:

                Dresdner
      Bank AG in Hamburg

                Jungfernstieg
      22

                20354
      Hamburg

                Germany

                 

                Attention:  Anke
      Grahn

                Telephone:  +49
      40 3501 4333

                Facsimile:  +49
      40 3501 4007

                 

              	
                $11,538,000

              
	
                7.      Bank
      of America, N.A.

                 

                Lending Office:

                Bank
      of America, N.A.

                100
      Federal Street

                Boston,
      MA 02110

                U.S.A.

                 

                Notice Address:

                Bank
      of America, N.A.

                100
      Federal Street

                Boston,
      MA 02110

                U.S.A.

                 

                Attention:  Kourosh
      Hessamfar

                Telephone:  617-434-5660

                Facsimile:  617-341-5700

                 

              	
                $7,692,000

              
	
                8.      FBB-
      First Business Bank S.A.

                 

                Lending Office:

                FBB
      - First Business Bank S.A.

                Shipping
      Division

                62,
      Notara & Sotiros Dios Street

                18535,
      Piraeus

                Greece

                 

                Notice Address:

                FBB
      - First Business Bank S.A.

                62,
      Notara & Sotiros Dios Street

                18535,
      Piraeus

                Greece

                 

                Attention:  Vassiliki
      Athanassoulia

                Telephone:  +30
      210 411 76 58

                Facsimile:  +30
      210 413 20 58

                 

              	
                $7,692,000

              
	 
      	 
      


      

      


      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
2

       

      


       

      DRAWDOWN
NOTICE

       

      


      Nordea
Bank Finland PLC, New York branch, as Agent

      437
Madison Avenue

      New
York, NY 10022

      Attention:
Loan Administration

      


      Date:
[l],
2008

       

      
        	
                1

              	
                We
      refer to the amended and restated loan agreement dated as of [l], 2008 (the
      “Loan Agreement”)
      among ourselves, as Borrower, and the other parties named therein in
      connection with a $325,000,000 Senior Secured Credit
      Facility.  Terms defined in the Loan Agreement have their
      defined meanings when used in this Drawdown
  Notice.

              


      

       

       

      
        	
                2

              	
                We
      request to borrow an Advance as
follows

              


      

       

      
        	
                (a)

              	
                Tranche
      [A] [B] Loan

              


      

       

      
        	
                (b)

              	
                Amount:
      $[l]

              


      

       

      
        	
                (c)

              	
                Expected
      Drawdown Date: [l]

              


      

       

      
        	
                (d)

              	
                Duration
      of the first Interest Period shall be: [l]
      month(s).

              


      

       

      
        	
                (e)

              	
                Use
      of Proceeds:

              


      

       

      
        	
                (f)

              	
                Payment
      instructions: [l]

              


      

       

       

      
        	
                3

              	
                We
      represent and warrant that:

              


      

       

      
        	
                (a)

              	
                the
      representations and warranties in Clause 9 of the Loan Agreement would
      remain true and not misleading if repeated on the date of this notice with
      reference to the circumstances now
existing;

              


      

       

      
        	
                (b)

              	
                no
      Event of Default or Potential Event of Default has occurred or will result
      from the borrowing of the Loan.

              


      

       

       

      
        	
                4

              	
                This
      notice cannot be revoked without your prior
  consent.

              


      

       

       

      
        	
                5

              	
                We
      authorize you to deduct any balance of any fees (each referred to in
      Clause 15) outstanding on the Expected Drawdown Date from the amount of
      the Advance.

              


      

       

      OCEANFREIGHT
INC.,

      as
Borrower

      


      


      By:
___________________________

      
        Name:

        Title:

      

       



      
         

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
3

       

      


       

      CONDITIONS
PRECEDENT DOCUMENTS

       

      PART
A

      


      The
following are the documents referred to in Clause 8.1(a) that are to be
delivered on or before service of the first Drawdown Notice:

      


      
        	
                1.

              	
                A
      duly executed original of:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                this
      Agreement;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      Master Agreement (if being executed);
and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      Notes.

              


      

       

      
        	
                2.

              	
                Copies
      of the constitutional documents, and each amendment thereto, of each
      Obligor and each Intermediate Holding Company, certified as of a date
      reasonably near the date of the relevant Drawdown Notice by the president
      or the secretary (or equivalent officer) of such Obligor or Intermediate
      Holding Company as being a true and correct copy
  thereof.

              


      

       

      
        	
                3.

              	
                Originals
      or copies of certificates dated as of a date reasonably near the date of
      the Drawdown Notice, certifying that each Obligor and Intermediate Holding
      Company is duly incorporated (or formed) and in good standing under the
      laws of such Obligor’s or Intermediate Holding Company’s jurisdiction of
      incorporation (or formation).

              


      

       

      
        	
                4.

              	
                Copies
      of resolutions of the directors (or equivalent governing body) (and where
      required, the shareholders or equivalent equity holders) of each Obligor
      and Intermediate Holding Company authorizing the execution of each Finance
      Document to which such Obligor or Intermediate Holding Company is or is to
      be a party and authorizing named officers or attorneys-in-fact to execute
      such documents and give the Drawdown Notice and other notices required by
      the Finance Documents, in each case certified as of a date reasonably near
      the date of the Drawdown Notice by the president or the secretary (or
      equivalent officer) of such Obligor or Intermediate Holding Company as
      being a true and correct copy
thereof.

              


      

       

      
        	
                5.

              	
                The
      original or a certified copy of any power of attorney under which any
      Finance Document is to be executed on behalf of an Obligor or Intermediate
      Holding Company.

              


      

       

      
        	
                6.

              	
                Copies
      of all consents which any Obligor or Intermediate Holding Company requires
      to enter into, or make any payment or perform any of its obligations under
      or in connection with the transactions contemplated by any Finance
      Document to which such Obligor or Intermediate Holding Company is to be a
      party, each certified as of a date reasonably near the date of the
      relevant Drawdown Notice by the president or the secretary (or equivalent
      officer) of such Obligor or Intermediate Holding Company as being a true
      and correct copy thereof (or certification by such president or secretary
      (or equivalent officer) that no such consents are
    required).

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                7.

              	
                All
      documentation required by each Credit Party in relation to each Obligor
      and Intermediate Holding Company pursuant to that Credit Party’s “know
      your customer” requirements.

              


      

       

      
        	
                8.

              	
                Documentary
      evidence that the agent for service of process named in Clause 27.2 of
      this Agreement has accepted its appointment in respect of each Obligor and
      that the agent for service of process named in Section 20 of each Share
      Pledge has accepted its appointment in respect of each Intermediate
      Holding Company.

              


      

       

      
        	
                9.

              	
                If
      the Agent so requires, in respect of any of the documents referred to
      above, a certified English translation prepared by a translator approved
      by the Agent.

              


      

       

      PART
B

      


      The
following are the documents referred to in Clause 8.1(b) that are to be
delivered (without duplication) on or before an Expected Drawdown Date in
respect of an Advance of the Tranche A Loan:

      


      
        	
                1.

              	
                A
      certificate of each Obligor and each Intermediate Holding Company, signed
      on behalf of each such party by the president or the secretary (or
      equivalent officer) of such party, dated as of the Expected Drawdown Date
      (the statements made in such certificate shall be true on and as of the
      Expected Drawdown Date), certifying as
to:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                the
      absence of any amendments to the constitutive documents of such party
      since the date of the certificate referred to in paragraph 2 of Part A
      above;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      absence of any proceeding for the dissolution or liquidation of such
      party;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      veracity in all material respects of the representations and warranties
      contained in this Agreement or, in the case of an Intermediate Holding
      Company, the relevant Share Pledge, as though made on and as of the
      Expected Drawdown Date;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      absence of any material misstatement of fact in any information provided
      by the Obligors or any Intermediate Holding Company to the Agent or any
      Lender and that such information did not omit to state any material fact
      necessary to make the statements therein, in the light of the
      circumstances under which they were made, not misleading;
    and

              


      

       

      
        	
                 
      

              	
                (e)

              	
                the
      absence of any event occurring and continuing, or resulting from the
      making of the Advances, that constitutes a Potential Event of Default or
      an Event of Default.

              


      

       

      
        	
                2.

              	
                A
      duly executed original of the following documents and each document
      required to be delivered by each such document, each duly executed by each
      party thereto, and documentary evidence that the Security Interests
      created by any Finance Documents have been duly
  perfected:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                (if
      applicable) the Charter Assignment in respect of each Ship being financed
      with such Advance;

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                 
      

              	
                (b)

              	
                the
      Earnings Account Pledge in respect of each Earnings Account established
      with the Agent by the Guarantors;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      Earnings Assignment in respect of each Ship being financed with such
      Advance;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      Insurance Assignment in respect of each Ship being financed with such
      Advance;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                each
      Manager’s Undertaking in respect of each Ship being financed with such
      Advance;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                the
      Mortgage (and, if applicable, the Deed of Covenants) in respect of each
      Ship being financed with such
Advance;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                the
      Share Pledge in respect of the relevant Guarantor(s);
  and

              


      

       

      
        	
                 
      

              	
                (h)

              	
                (if
      applicable) an Accession Agreement.

              


      

       

      
        	
                3.

              	
                If
      applicable, with respect to each Guarantor (to the extent not already
      delivered under Part A):

              


      

       

      
        	
                 
      

              	
                (a)

              	
                copies
      of its constitutional documents, and each amendment thereto, certified as
      of a date reasonably near the date of the Expected Drawdown Date by its
      president or the secretary (or equivalent officer) as being a true and
      correct copy thereof;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                originals
      or copies of certificates dated as of a date reasonably near the date of
      the Expected Drawdown Date, certifying that it is duly incorporated (or
      formed) and in good standing under the laws of its jurisdiction of
      incorporation (or formation);

              


      

       

      
        	
                 
      

              	
                (c)

              	
                copies
      of resolutions of its directors (or equivalent governing body) (and where
      required, its shareholders or equivalent equity holders) authorizing the
      execution of each Finance Document to which it is or is to be a party and
      authorizing named officers or attorneys-in-fact to execute such documents
      and give and notices required by the Finance Documents, in each case
      certified as of a date reasonably near the date of the Expected Drawdown
      Date by its president or the secretary (or equivalent officer) as being a
      true and correct copy thereof;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      original or a certified copy of any power of attorney under which any
      Finance Document is to be executed on its
  behalf;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                copies
      of all consents which it requires to enter into, or make any payment or
      perform any of its obligations under or in connection with the
      transactions contemplated by any Finance Document to which it is to be a
      party, each certified as of a date reasonably near the date of the
      Expected Drawdown Date by its president or the secretary (or equivalent
      officer) as being a true and correct copy thereof (or certification by
      such president or secretary (or equivalent officer) that no such consents
      are required);

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                 
      

              	
                (f)

              	
                all
      documentation required by each Credit Party in relation to such Identified
      Ship Owner pursuant to that Credit Party’s “know your customer”
      requirements;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                documentary
      evidence that the agent for service of process named in Clause 27.2 has
      accepted its appointment in respect of such Guarantor;
  and

              


      

       

      
        	
                 
      

              	
                (h)

              	
                documentary
      evidence, in form and substance satisfactory to the Majority Lenders, of
      the capital structure of such
Guarantor.

              


      

       

      
        	
                4.

              	
                [Intentionally
      omitted].

              


      

       

      
        	
                5.

              	
                [Intentionally
      omitted].

              


      

       

      6.           With
respect to each Ship:

       

      
        	
                 
      

              	
                (a)

              	
                documentary
      evidence that the relevant Ship is registered in the name of the relevant
      Obligor under an Approved Flag, free of all recorded liens and
      encumbrances, save as contemplated by the Finance Documents (which shall
      be established by a Certificate of Ownership and Encumbrance (or similar
      instrument) issued by the appropriate authority of the Approved Flag State
      stating that such Ship is owned by the relevant Obligor and that there are
      on record no other mortgages, liens or other encumbrances on such Ship
      except the relevant Mortgage);

              


      

       

      
        	
                 
      

              	
                (b)

              	
                documentary
      evidence that the relevant Mortgage has been registered against the
      relevant Ship as a valid first preferred/priority ship mortgage in
      accordance with the laws of the Approved Flag State and the Security
      Interest created by such Mortgage shall have been duly
      perfected;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                documentary
      evidence that the relevant Ship is classed with the relevant
      Classification Society in the highest classification and rating for
      vessels of the same age and type without any outstanding conditions or
      recommendations affecting class (other than those for which the time
      prescribed for curing the condition or recommendation has not passed),
      which shall be established by a Confirmation of Class Certificate issued
      by the Classification Society of such Ship and dated a date reasonably
      near the relevant Expected Drawdown Date (N.B.: a “Class Statement” or similar
      instrument shall not be acceptable for purposes of this
      clause);

              


      

       

      (d)           documentary
evidence that the relevant Ship:

       

      
        	
                 
      

              	
                (i)

              	
                is
      insured in compliance with the terms of the relevant Mortgage (or Deed of
      Covenants) (which insurance shall include mortgagee’s interest insurance
      with additional perils pollution);
and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                is
      or will be managed by the Approved Manager(s) in accordance with a
      management agreement acceptable to the Majority
  Lenders;

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                 
      

              	
                (e)

              	
                a
      certificate by the president or the secretary (or equivalent officer) of
      the relevant Obligor, or a certificate of the Approved Manager
      (technical), identifying and giving the address and other communication
      details of the ISM Responsible Person(s) for the relevant
      Ship;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                copies
      of the Document of Compliance and Safety Management Certificate referred
      to in paragraph (a) of the definition of the ISM Code Documentation for
      the relevant Ship, certified as true and in effect by the president or the
      secretary (or equivalent officer) of the relevant Obligor or the Approved
      Manager (technical), provided that, the
      relevant Obligor may deliver to the Agent on or before the Expected
      Drawdown Date an undertaking, in form and substance satisfactory to the
      Agent, to deliver a copy of the Safety Management Certificate to the Agent
      within 10 Business Days after the relevant Expected Drawdown
      Date;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                copies
      of such other ISM Code Documentation as the Agent may have requested by
      written notice to the Borrower not later than 2 days before the relevant
      Expected Drawdown Date, certified as true and complete in all material
      respects by the relevant Obligor or the Approved
  Manager;

              


      

       

      
        	
                 
      

              	
                (h)

              	
                certification
      by the relevant Obligor that:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      relevant Ship has and will maintain for the duration of the Security
      Period a valid International Ship Security Certificate (and either a true
      copy of such International Ship Security Certificate shall be attached to
      such Obligor’s certification or the relevant Obligor shall undertake to
      deliver a certified copy of such certificate as soon as it becomes
      available);

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      security system of the relevant Ship and associated security equipment
      complies with, and at all times during the Security Period will comply
      with, the applicable requirements of Chapter XI-2 of SOLAS and Part A of
      the ISPS Code; and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                an
      approved ship security plan is in place and will be maintained at all
      times during the Security Period;

              


      

       

      
        	
                 
      

              	
                (i)

              	
                a
      valuation of the Fair Market Value of the relevant Ship;
    and

              


      

      


      
        	
                 
      

              	
                (j)

              	
                a
      favorable report from an insurance consultant nominated by the Agent
      confirming that the insurance placed on the relevant Ship is in compliance
      with the Mortgage (or Deed of Covenants) thereon (and all costs associated
      with such report shall be payable by the
  Borrower).

              


      

      


      
        	
                7.

              	
                Documentary
      evidence that each Guarantor has opened its Earnings Account with the
      Agent.

              


      

      


      
        	
                8

              	
                A
      favorable opinion of Watson, Farley & Williams (New York) LLP, New
      York counsel for the Credit Parties, in form, scope and substance
      satisfactory to the Credit Parties.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                9

              	
                A
      favorable opinion of Seward & Kissel LLP, special New York, Marshall
      Islands and Liberian counsel to the Obligors, in form, scope and substance
      satisfactory to the Credit Parties.

              


      

       

      
        	
                10.

              	
                A
      favorable opinion of special Cypriot, Maltese, Bahamian, Singaporean
      and/or Panamanian counsel to the Credit Parties, in form, scope and
      substance satisfactory to the Credit
Parties.

              


      

       

      PART
C

      


      The
following are the documents referred to in Clause 8.1(c) that are to be
delivered (without duplication) on or before an Expected Drawdown Date in
respect of an Advance of the Tranche B Loan:

      


      
        	
                1.

              	
                A
      certificate of each Obligor and each Intermediate Holding Company, signed
      on behalf of each such party by the president or the secretary (or
      equivalent officer) of such party, dated as of the Expected Drawdown Date
      (the statements made in such certificate shall be true on and as of the
      Expected Drawdown Date), certifying as
to:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                the
      absence of any amendments to the constitutive documents of such party
      since the date of the certificate referred to in paragraph 2 of Part A
      above;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      absence of any proceeding for the dissolution or liquidation of such
      party;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      veracity in all material respects of the representations and warranties
      contained in this Agreement or, in the case of an Intermediate Holding
      Company, the relevant Share Pledge, as though made on and as of the
      Expected Drawdown Date;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      absence of any material misstatement of fact in any information provided
      by the Obligors or any Intermediate Holding Company to the Agent or any
      Lender and that such information did not omit to state any material fact
      necessary to make the statements therein, in the light of the
      circumstances under which they were made, not misleading;
    and

              


      

       

      
        	
                 
      

              	
                (e)

              	
                the
      absence of any event occurring and continuing, or resulting from the
      making of the Advances, that constitutes a Potential Event of Default or
      an Event of Default.

              


      

       

      
        	
                2.

              	
                A
      duly executed original of the following documents and each document
      required to be delivered by each such document, each duly executed by each
      party thereto, and documentary evidence that the Security Interests
      created by any Finance Documents have been duly
  perfected:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                (if
      applicable) the Charter Assignment in respect of each Additional
      Ship;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      Earnings Account Pledge in respect of each Earnings Account established
      with the Agent by each Additional Ship Owner that executes an Accession
      Agreement;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      Earnings Assignment in respect of each Additional Ship being financed with
      such Advance;

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                 
      

              	
                (d)

              	
                the
      Insurance Assignment in respect of each Additional Ship being financed
      with such Advance;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                each
      Manager’s Undertaking in respect of each Additional Ship being financed
      with such Advance;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                the
      Mortgage (and, if applicable, the Deed of Covenants) in respect of each
      Additional Ship being financed with such
  Advance;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                the
      Share Pledge in respect of each Additional Ship Owner that executes an
      Accession Agreement; and

              


      

       

      
        	
                 
      

              	
                (h)

              	
                the
      Accession Agreement in respect of each Additional Ship
    Owner.

              


      

       

      
        	
                3.

              	
                With
      respect to each Additional Ship Owner (to the extent not already delivered
      under Part A):

              


      

       

      
        	
                 
      

              	
                (a)

              	
                copies
      of its constitutional documents, and each amendment thereto, certified as
      of a date reasonably near the date of the Expected Drawdown Date by its
      president or the secretary (or equivalent officer) as being a true and
      correct copy thereof;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                originals
      or copies of certificates dated as of a date reasonably near the date of
      the Expected Drawdown Date, certifying that each it is duly incorporated
      (or formed) and in good standing under the laws of its jurisdiction of
      incorporation (or formation);

              


      

       

      
        	
                 
      

              	
                (c)

              	
                copies
      of resolutions of its directors (or equivalent governing body) (and where
      required, its shareholders or equivalent equity holders) authorizing the
      execution of each Finance Document to which it is or is to be a party and
      authorizing named officers or attorneys-in-fact to execute such documents
      and give and notices required by the Finance Documents, in each case
      certified as of a date reasonably near the date of the Expected Drawdown
      Date by its president or the secretary (or equivalent officer) as being a
      true and correct copy thereof;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      original or a certified copy of any power of attorney under which any
      Finance Document is to be executed on its
  behalf;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                copies
      of all consents which it requires to enter into, or make any payment or
      perform any of its obligations under or in connection with the
      transactions contemplated by any Finance Document to which it is to be a
      party, each certified as of a date reasonably near the date of the
      Expected Drawdown Date by its president or the secretary (or equivalent
      officer) as being a true and correct copy thereof (or certification by
      such president or secretary (or equivalent officer) that no such consents
      are required);

              


      

       

      
        	
                 
      

              	
                (f)

              	
                all
      documentation required by each Credit Party in relation to such Additional
      Ship Owner pursuant to that Credit Party’s “know your customer”
      requirements;

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                 
      

              	
                (g)

              	
                documentary
      evidence that the agent for service of process named in Clause 27.2 has
      accepted its appointment in respect of such Additional Ship
      Owner;

              


      

       

      
        	
                 
      

              	
                (h)

              	
                documentary
      evidence, in form and substance satisfactory to the Majority Lenders, of
      the capital structure of such Additional Ship Owner;
  and

              


      

       

      
        	
                 
      

              	
                (i)

              	
                documentary
      evidence that it has opened its Earnings Account with the
      Agent.

              


      

       

      
        	
                4.

              	
                A
      copy of each Additional Ship MOA (and all addenda and supplements
      thereto), each to be in form and substance acceptable to the Majority
      Lenders and certified as of a date reasonably near the date of the
      relevant Drawdown Notice by the president or the secretary (or equivalent
      officer) of the relevant Additional Ship Owner as being a true and correct
      copy thereof.

              


      

       

      
        	
                5.

              	
                With
      respect to each Additional Ship, documentary evidence that on the relevant
      Delivery Date:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                the
      relevant Additional Ship has been unconditionally delivered by the Seller
      to, and unconditionally accepted by, the relevant Additional Ship Owner in
      accordance with all of the terms and conditions of the relevant Additional
      Ship MOA, free and clear of all liens and encumbrances, together with a
      copy, certified as of the relevant Delivery Date of such Additional Ship
      by the president or the secretary (or equivalent officer) of such
      Additional Ship Owner as being a true and correct copy of the original,
      of:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      Protocol of Delivery and Acceptance for such Additional Ship, duly
      executed by the Seller and such Additional Ship
  Owner;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      Bill of Sale delivered by the Seller to such Additional Ship
      Owner;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                the
      commercial invoice issued by the Seller to such Additional Ship Owner;
      and

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                the
      corporate authorities of the Seller permitting such Seller to sell the
      Additional Ship to such Additional Ship Owner under the terms of the
      Additional Ship MOA; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                there
      is/are no pending dispute(s) or arbitration proceedings arising out of or
      in connection with the relevant Additional Ship MOA (which may be
      established by a certificate dated as of the relevant Expected Drawdown
      Date by the president or the secretary (or equivalent officer) of the
      relevant Additional Ship Owner);

              


      

       

      6.           With
respect to each Additional Ship:

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                 
      

              	
                (a)

              	
                documentary
      evidence that the relevant Additional Ship is registered in the name of
      the relevant Obligor under an Approved Flag, free of all recorded liens
      and encumbrances, save as contemplated by the Finance Documents (which
      shall be established by a Certificate of Ownership and Encumbrance (or
      similar instrument) issued by the appropriate authority of the Approved
      Flag State stating that such Additional Ship is owned by the relevant
      Obligor and that there are on record no other mortgages, liens or other
      encumbrances on such Ship except the relevant
  Mortgage);

              


      

       

      
        	
                 
      

              	
                (b)

              	
                documentary
      evidence that the relevant Mortgage has been registered against the
      relevant Additional Ship as a valid first preferred/priority ship mortgage
      in accordance with the laws of the Approved Flag State and the Security
      Interest created by such Mortgage shall have been duly
      perfected;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                documentary
      evidence that the relevant Additional Ship is classed with the relevant
      Classification Society in the highest classification and rating for
      vessels of the same age and type without any outstanding conditions or
      recommendations affecting class (other than those for which the time
      prescribed for curing the condition or recommendation has not passed),
      which shall be established by a Confirmation of Class Certificate issued
      by the Classification Society of such Additional Ship and dated a date
      reasonably near the relevant Expected Drawdown Date (N.B.: a “Class Statement” or similar
      instrument shall not be acceptable for purposes of this
      clause);

              


      

       

      (d)           documentary
evidence that the relevant Additional Ship:

       

      
        	
                 
      

              	
                (i)

              	
                is
      insured in compliance with the terms of the relevant Mortgage (or Deed of
      Covenants) (which insurance shall include mortgagee’s interest insurance
      with additional perils pollution);
and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                is
      or will be managed by the Approved Manager(s) in accordance with a
      management agreement acceptable to the Majority
  Lenders;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                a
      certificate by the president or the secretary (or equivalent officer) of
      the relevant Obligor, or a certificate of the Approved Manager
      (technical), identifying and giving the address and other communication
      details of the ISM Responsible Person(s) for the relevant Additional
      Ship;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                copies
      of the Document of Compliance and Safety Management Certificate referred
      to in paragraph (a) of the definition of the ISM Code Documentation for
      the relevant Ship, certified as true and in effect by the president or the
      secretary (or equivalent officer) of the relevant Obligor or the Approved
      Manager (technical), provided that the
      relevant Obligor may deliver to the Agent on or before the Expected
      Drawdown Date an undertaking, in form and substance satisfactory to the
      Agent, to deliver a copy of the Safety Management Certificate to the Agent
      within 10 Business Days after the relevant Expected Drawdown
      Date;

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                 
      

              	
                (g)

              	
                copies
      of such other ISM Code Documentation as the Agent may have requested by
      written notice to the Borrower not later than 2 days before the relevant
      Expected Drawdown Date, certified as true and complete in all material
      respects by the relevant Obligor or the Approved
  Manager;

              


      

       

      
        	
                 
      

              	
                (h)

              	
                certification
      by the relevant Obligor that:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      relevant Additional Ship has and will maintain for the duration of the
      Security Period a valid International Ship Security Certificate (and
      either a true copy of such International Ship Security Certificate shall
      be attached to such Obligor’s certification or the relevant Obligor shall
      undertake to deliver a certified copy of such certificate as soon as it
      becomes available);

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      security system of the relevant Additional Ship and associated security
      equipment complies with, and at all times during the Security Period will
      comply with, the applicable requirements of Chapter XI-2 of SOLAS and Part
      A of the ISPS Code; and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                an
      approved ship security plan is in place and will be maintained at all
      times during the Security Period;

              


      

       

      
        	
                 
      

              	
                (i)

              	
                a
      valuation of the Fair Market Value of the relevant Additional Ship;
      and

              


      

      


      
        	
                 
      

              	
                (j)

              	
                a
      favorable report from an insurance consultant nominated by the Agent
      confirming that the insurance placed on the relevant Additional Ship is in
      compliance with the Mortgage (or Deed of Covenants) thereon (and all costs
      associated with such report shall be payable by the
    Borrower).

              


      

      


      
        	
                7.

              	
                A
      favorable opinion of Watson, Farley & Williams (New York) LLP, New
      York counsel for the Credit Parties, in form, scope and substance
      satisfactory to the Credit Parties.

              


      

       

      
        	
                8.

              	
                A
      favorable opinion of Seward & Kissel LLP, special New York, Marshall
      Islands and Liberian counsel to the Obligors, in form, scope and substance
      satisfactory to the Credit Parties.

              


      

       

      
        	
                9.

              	
                A
      favorable opinion of special Cypriot, Maltese, Bahamian, Singaporean
      and/or Panamanian counsel to the Credit Parties, in form, scope and
      substance satisfactory to the Credit
Parties.

              


      

       

      


       

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
4

       

      


       

      ASSIGNMENT
AND ACCEPTANCE

       

      Dated
as of [l]

      


      Reference is made to the Amended and
Restated Loan Agreement dated as of [l], 2008 (the “Loan Agreement”) among
OceanFreight Inc. as Borrower, the companies named therein as joint and several
Guarantors, the banks and financial institutions described therein as Lenders,
Nordea Bank Norge ASA, acting
through its Grand Cayman branch, as Lead Arranger and Bookrunner, Nordea
Bank Finland PLC, acting through its New York Branch, as Administrative Agent
and Security Trustee, and Nordea Bank Finland PLC, acting through its New York branch, as
Swap Bank.  Capitalized terms used but not defined herein shall
have the meaning assigned such terms in the Loan Agreement.

      


      ______________________ (the “Assignor”) and
________________________ (the “Assignee”) agree as
follows:

      


      1.           As
of the Effective Date (defined in Paragraph 4 below), the Assignor hereby sells
and assigns to the Assignee, and the Assignee hereby purchases and assumes from
the Assignor, that interest in and to all of the Assignor’s rights and
obligations under the Loan Agreement which represents the Percentage Interest
specified in Section 1 of Annex 1 hereto in the Assignor’s Commitment and the
Advance(s) owing to the Assignor.  After giving effect to such sale
and assignment, the Assignee’s Commitment and the amount of the Advance owing to
the Assignee will be as set forth in Section 2 of Annex 1.

      


      2.           The
Assignor (a) represents and warrants that it is the legal and beneficial owner
of the interest being assigned by it hereunder and that such interest is free
and clear of any adverse claim; and (b) makes no representation or warranty and
assumes no responsibility with respect to (i) any statements, warranties or
representations made in or in connection with the Loan Agreement, the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the
Loan Agreement, or any other instrument or document furnished pursuant thereto
and (b) the financial condition of the Obligors or the performance or observance
by the Obligors of any of their obligations under the Loan Agreement or any
other instrument or document furnished pursuant thereto.

      


      3.           The
Assignee (a) confirms that it has received a copy of the Loan Agreement and the
other Finance Documents, together with copies of the financial statements
referred to in the Loan Agreement, and such other documents and information as
it has deemed appropriate to make its own credit analysis and decision to enter
into this Assignment and Acceptance; (b) agrees that it will, independently and
without reliance upon the Agent, the Assignor or any other Lender, and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Loan Agreement; (c) appoints and authorizes the Agent to take such action as
agent on its behalf and to exercise such powers under the Loan Agreement as are
delegated to the Agent by the terms thereof, together with such powers as are
reasonably incidental thereto; (d) agrees that it will be bound by the Loan
Agreement and perform in accordance with its terms all of the obligations which
by the terms of the Loan Agreement are required to be performed by it as a
Lender; and (e) specifies as its address for notices the offices set forth
beneath its name on the signature page hereof.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      4.           The
effective date (the “Effective
Date”) for this Assignment and Acceptance shall be the date of acceptance
hereof by the Agent, unless a later date is specified in Annex 1 hereto, provided that no Assignment
and Acceptance shall be effective until and unless the terms and conditions of
Clause 19.2 of the Loan Agreement are complied with.  Following the
execution of this Assignment and Acceptance, two counterparts will be promptly
delivered by the Assignee to the Agent, and the Agent shall promptly forward a
counterpart to the Borrower.

      


      5.           Upon
such acceptance and recording, as of the Effective Date, (a) the Assignee shall
be a party to the Loan Agreement and, to the extent provided in this Assignment
and Acceptance, have the rights and obligations of a Lender; and (b) the
Assignor shall, to the extent provided in this Assignment and Acceptance,
relinquish its rights and be released from its obligations under the Loan
Agreement.

      


      6.           Upon
such acceptance and recording, from and after the Effective Date, the Agent
shall make all payments under the Loan Agreement in respect of the assignment
effected hereby (including, without limitation, all payments of principal,
interest and commitment fees with respect thereto) to the
Assignee.  The Assignor and Assignee shall make all appropriate
adjustments in payments under the Loan Agreement for periods prior to the
Effective Date directly between themselves.

      


      7.           This
Assignment and Acceptance shall be governed by, and shall be construed in
accordance with, the laws of the State of New York.

      


      NAME
OF
ASSIGNOR                                                                                     NAME
OF ASSIGNEE

      


      


      By:________________________                                                                       By:
________________________

      Name:                               
                                                                                 Name:

      Title:                                                                 
                                                  Title:

      


      Address
for Notices:

      ____________________________

      ____________________________

      ____________________________


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Annex
1

      to

      Assignment
and Acceptance

      Dated
as of [l]

      


      


      Section
1

      


      Percentage Interest:

      


      


      Section
2

      


      Assignee’s
Commitment:                                                                           $

      


      Aggregate
Outstanding Principal

      Amount of Advances owing
to

      the
Assignee:                                                                                    
       $

      


      


      Section
3

      


      Effective
Date:

      


      


      


      


      NAME
OF ASSIGNOR

      


      


      By:
_______________________

      Name

      Title

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      APPENDIX
A

      FORM
OF ACCESSION AGREEMENT


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      APPENDIX
B

      FORM
OF COMPLIANCE CERTIFICATE

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      APPENDIX
C

      FORM
OF CHARTER ASSIGNMENT


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      APPENDIX
D

      FORM
OF EARNINGS ACCOUNT PLEDGE


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      APPENDIX
E

      FORM
OF EARNINGS ASSIGNMENT

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      APPENDIX
F

      FORM
OF INSURANCE ASSIGNMENT


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      APPENDIX
G

      FORMS
OF MANAGER’S UNDERTAKING

      1-Technical
Manager

      2-Commercial
Manager

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      APPENDIX
H

      FORMS
OF MORTGAGE AND DEED OF COVENANTS

      1-Bahamian

      2-Cypriot

      3-Maltese

      4-Marshall
Islands

      5-Liberian

      6-Panamanian

      7-Singaporean


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      APPENDIX
I

      FORM
OF NOTES

      1-Tranche
A Loan

      2-Tranche
B Loan

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      APPENDIX
J

      FORM
OF SHARE PLEDGE