ex4-1_2.htm


    Exhibit
4.1.2

    

      

    

     

    AMENDMENT
NO. 1

     

    TO

    


    $401,000,000

    


    


    CREDIT
AGREEMENT

    


    


    Dated as
of October 11, 2005

    


    


    


    Among

    


    DOUBLE
HULL TANKERS, INC.

    


    as
Borrower,

    


    ANIA
AFRAMAX CORPORATION

    ANN
TANKER CORPORATION

    CATHY
TANKER CORPORATION

    CHRIS
TANKER CORPORATION

    REBECCA
TANKER CORPORATION

    REGAL
UNITY TANKER CORPORATION

    SOPHIE
TANKER CORPORATION

    


    and the
Additional Guarantors party hereto from time to time,

    


    as
Guarantors,

    


    and

    


    THE ROYAL
BANK OF SCOTLAND PLC

    


    as
Lender

    


     

      
        

      

    

     

    November
29, 2007

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    AMENDMENT
NO. 1 TO CREDIT AGREEMENT

     

    THIS
AMENDMENT NO. 1 TO THE CREDIT AGREEMENT (this "Amendment") is made the 29th day of
November, 2007, by and among (i) DOUBLE HULL TANKERS, INC., a Marshall Islands
corporation (the “Borrower”), (ii) ANIA AFRAMAX CORPORATION, ANN TANKER
CORPORATION, CATHY TANKER CORPORATION, CHRIS TANKER CORPORATION, REBECCA TANKER
CORPORATION, REGAL UNITY TANKER CORPORATION and SOPHIE TANKER CORPORATION, each
a Marshall Islands corporation (the “Initial Guarantors”) and the Additional
Guarantors party thereto from time to time (collectively, the “Guarantors”), and
(iii) THE ROYAL BANK OF SCOTLAND PLC, as Lender (the “Lender”), and amends and
is supplemental to the Credit Agreement dated as of October 11, 2005, (the
“Original Agreement”), made by and among the Borrower, the Initial Guarantors,
and the Lender.

     

    W I T N E
S S E T H  T H A T:

     

    WHEREAS, pursuant to the Original
Agreement, the Lender made available to the Borrower a term loan and revolving
credit facility in the principal amount of up to US$401,000,000 (the “Original
Facility”) for the purposes described in the Preliminary Statements
thereto;

     

    WHEREAS, the Borrower has requested,
and the Lender has agreed, to increase the Original Facility to US$420,000,000
(the “New Facility”), representing an increase of US$19,000,000, for the purpose
of partially financing the acquisition of two Additional Vessels, as described
in Schedule 1 hereto;

     

    WHEREAS, in consideration for the
increase in the Original Facility and as additional security for the obligations
of the Borrower with respect to the New Facility, the Borrower and the Lender
have agreed (1) that the Tranche C Note will be cancelled and replaced with a
new Tranche B Note (the “New Tranche B Note”) in the amount of US$184,000,000 in
favor of the Lender, substantially in the form of Exhibit A attached hereto; (2)
to amend the Mortgages to increase the total amount of the Mortgages to
US$504,000,000, of which US$420,000,000 is attributable to the Commitment and
US$84,000,000 is attributable to the Master Agreement; (3) that the Initial
Guarantors shall enter into a Consent, Agreement and Reaffirmation attached
hereto, approving the New Facility and agreeing that all of the Collateral
Documents that have been entered into as of the date hereof shall refer to the
Original Agreement as amended by this Amendment; (4) that each of the Additional
Guarantors, Newcastle Tanker Corporation, a corporation organized and existing
under the laws of the Republic of the Marshall Islands and London Tanker
Corporation, a corporation organized and existing under the laws of the Republic
of the Marshall Islands, will enter into a Credit Agreement Supplement; and (5)
that each of the Borrower and the Additional Guarantors, shall enter into new
Loan Documents relating to the acquisition of each of the Additional Vessels,
Marshall Islands flag vessel mt BESIKTAS (tbr OVERSEAS NEWCASTLE), Official No.
3037 and Marshall Islands flag vessel mt OTTOMAN DIGNITY (tbr OVERSEAS LONDON),
Official No. 3053 to secure the Borrower’s obligations under the Original
Agreement, as amended hereby, including the obligation of the Borrower to repay
the amount of the New Facility in full, together with accrued but unpaid
interest and any other amounts owing by the Borrower to the Lender pursuant to
the Original Agreement, as amended, the Notes and any other Loan Documents;
and

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    WHEREAS, the Borrower has requested,
and the Lender has agreed, to remove the minimum size restriction for vessel
acquisitions, and to extend the maximum vessel age at maturity from fifteen (15)
years to twenty (20) years;

     

    NOW, THEREFORE, in consideration of the
premises and such other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged by the parties, it is hereby agreed as
follows:

     

    1.      Definitions.  Unless
otherwise defined herein, words and expressions defined in the Original
Agreement have the same meanings when used herein.

     

    2.      Representations and
Warranties.  Each of the Borrower and the Guarantors hereby
reaffirms, as of the date hereof, each and every representation and warranty
made thereby in the Original Agreement, the Note and the Collateral Documents
(updated mutatis
mutandis).

     

    3.      No
Defaults.  Each of the Borrower and Guarantors hereby
represents and warrants that as of the date hereof there exists no Event of
Default or any condition which, with the giving of notice or passage of time, or
both, would constitute an Event of Default.

     

    4.      Performance of
Covenants.  Each of the Borrower and the Guarantors hereby
reaffirms that it has duly performed and observed the covenants and undertakings
set forth in the Original Agreement, the Note and the Collateral Documents to
which it is a party, on its part to be performed, and covenants and undertakes
to continue to duly perform and observe such covenants and undertakings, as
amended hereby, so long as the Original Agreement, as amended or supplemented
from time to time, shall remain in effect.

     

    5.      Amendments to the Original
Agreement.  Subject to the terms and conditions of this
Amendment, the Original Agreement is hereby amended and supplemented as
follows:

     

    
      
        
          	
                   
      

                	
                  (a)

                	
                  All
      references to "this Agreement" shall be deemed to refer to the Original
      Agreement as amended hereby;

                


        

         

      

    

    
      	
               
      

            	
              (b)

            	
              All
      references to this Agreement in each of the Loan Documents shall be deemed
      to be references to the Original Agreement as amended
    hereby;

            


    

     

    
      	
               
      

            	
              (c)

            	
              Preliminary
      Statement 1 is hereby amended as
follows:

            


    

     

    i.  Replace “$401,000,000”
with “$420,000,000”.

     

    ii.  Insert “and” before
“(b)”.

     

    iii.  Delete
“to provide working capital in an amount up to $15,000,000, and
(c)”.

     

    
      	
               
      

            	
              (d)

            	
              Preliminary
      Statement 2 is hereby amended as
follows:

            


    

     

    Delete “Initial” between “The” and
“Guarantors”.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
 

    
      	
               
      

            	
              (e)

            	
              Preliminary
      Statement 3 is hereby amended as
follows:

            


    

     

    Replace “$401,000,000” with
“$420,000,000”.

     

    
      	
               
      

            	
              (f)

            	
              Section
      1.01 is hereby amended as follows:

            


    

     

    (i)           
In the definition of “Additional Vessel”, replace “Tranche C” with “Tranche
B”.

     

    (ii)           The
definition of “Applicable Margin” shall be deleted in its entirety and replaced
with the following:

     

    
      	
            	
               
      

            	
              “means,
      in the case of Tranche A, seven tenths of one percent (0.70%) per annum
      and, in the case of Tranche B, eighty-five hundredths of one percent
      (0.85%) per annum.”

            


    

     

    (iii)          In
the definition of “Commitment Termination Date”, delete “and the tenth
anniversary of the date of the drawdown of the first Advance, in the case of
both Tranche B and Tranche C” and replace with “and February 29, 2008, in the
case of Tranche B”.

     

    (iv)          The
definition of “Interest Period” is hereby amended as follows:

     

    i. Insert “or” after “three” and before
“six”.

     

    ii.  Delete “or twelve
months”.

     

    (v)           The
definition of “Notes” shall be deleted in its entirety and replaced with the
following:

     

    
      	
            	
               
      

            	
              “means,
      collectively, the Tranche A Note and the Tranche B
  Note.”

            


    

     

    
      	
               
      

            	
              (vi)

            	
              The
      definition of “Tranche” shall be deleted in its entirety and replaced with
      the following:

            


    

     

    
      	
            	
               
      

            	
              “means,
      either of Tranche A or Tranche B, as the context may
    require.”

            


    

     

    
      	
               
      

            	
              (vii)

            	
              Delete
      the definition of “Tranche C” in its
entirety.

            


    

     

    
      
        	
                 
      

              	
                (viii)

              	
                
                  Delete
      the definition of “Tranche C Note” in its
  entirety.

                

              


      

       

    

    
      	
               
      

            	
              (g)

            	
              Section
      2.01 is hereby amended as follows:

            


    

    
       

      
        	
                 
      

              	
                (i)

              	
                
                  In
      the first paragraph:

                

              


      

       

      
        
          	
                   
      

                	
                  1.

                	
                  
                    
                      Replace
      “$401,000,000” with
“$420,000,000”.

                    

                  

                


        

         

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

     

    
      	
               
      

            	
              2.

            	
              Replace
      “three (3)” with “two (2)”.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Delete
      subsection (b) in its entirety and replace with the
    following:

            


    

     

    
      	
               
      

            	
              1.

            	
              “(b)  Up
      to an aggregate principal amount of $184,000,000 (“Tranche B”), in one or
      more Advances, whereof each such Advance shall be applied by the Borrower
      to assist a Guarantor to finance all or a portion of the purchase price of
      an Additional Vessel under the relevant Memorandum of Agreement and shall
      be an amount which, together with all other Advances of the Commitment
      then outstanding, shall not exceed sixty-five percent (65%) of the
      aggregate amount of the Fair Market Values of all Vessels which would be
      subject to a Mortgage immediately after the making of such Advance
      (determined on the basis of the most recent valuation for each Vessel
      delivered pursuant to Section
3.03(c)(iv)).”

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Delete
      subsection (c) in its entirety.

            


    

     

    
      	
               
      

            	
              (iv)

            	
              In
      the paragraph following subsection (c), delete both references to “and
      (c)” following “Section 2.01(b)” in the third and fourth
      lines.

            


    

     

    
      	
               
      

            	
              (h)

            	
              Delete
      Section 2.02 in its entirety and replace with the
    following:

            


    

     

    “Additional
Vessels.  Where the Borrower wishes to borrow an Advance of
Tranche B in relation to the proposed purchase of a vessel by a Guarantor, the
Borrower shall notify the Lender (i) the name of such vessel, (ii) the general
description and deadweight tonnage, (iii) the age of such vessel (which on the
Final Payment Date would not be more than 20 years old), (iv) the identity of
the current owner, (v) the identity of the Guarantor, (vi) the purchase price of
such vessel paid or to be paid by such Guarantor, and (vii) such further
information as the Lender may require.  If available, the Borrower
shall also provide the Lender with a true and complete copy of the relevant
Memorandum of Agreement or equivalent agreement for such vessel.  The
Lender shall, as soon as reasonably practical, notify the Borrower of the
Lender’s acceptance or rejection of such vessel for the purposes of an Advance
of Tranche B, which acceptance or rejection shall be in the absolute discretion
of the Lender, taking into account, among other things, (a) the employment of
such vessel, (b) the ability of forecast earnings of such vessel being able to
amortize the debt incurred with respect thereto for the period from the fifth
anniversary of the date of the drawdown of the first Advance under Tranche A
through the Final Payment Date, including the balloon, within an acceptable
percentage of historical averages and (c) the Lender’s satisfaction in its sole
discretion as to the Borrower’s ability to raise additional capital via the
equity markets of an amount acceptable to the Lender.  In the absence
of any acceptance of a vessel being notified, the Lender shall be under no
obligation to make any Advance for such vessel.”

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

     

    
      	
               
      

            	
              (i)

            	
              Section
      2.03 is hereby amended as follows:

            


    

    
       

      
        	
                 
      

              	
                (i)

              	
                In
      the last sentence of the section, replace “$1,000,000” in the parentheses
      following “$5,000,000” with
“10,000,000”.

              


      

    

     

    
      	
               
      

            	
              (j)

            	
              Section
      2.04 is hereby amended as follows:

            


    

    
      
         

        
          	
                   
      

                	
                  (i)

                	
                  Delete
      subsection (a) in its entirety and replace with the
    following:

                


        

         

      

    

    “(a) The
Borrower shall repay the principal of Tranche A in twenty seven (27) consecutive
quarterly installments commencing in January 2011, each of such quarterly
installments to be in the principal amount of $5,037,963 and the last such
quarterly installment to be accompanied by a balloon payment of
$99,974,999.”

    
       

      
        	
                 
      

              	
                (ii)

              	
                Delete
      subsection (b) in its entirety and replace with the
    following:

              


      

       

    

    “(b) The
Borrower shall repay the principal of Tranche B by a first installment of
$75,000,000 no later than December 31, 2008, followed by twenty seven (27)
consecutive quarterly installments commencing in January 2011, each of the first
twenty six (26) of such quarterly installments to be in the principal amount of
$4,037,037 and the last such quarterly installment to be in the principal amount
of $4,037,038.”

    
      
         

        
          	
                   
      

                	
                  (iii)

                	
                  Delete
      subsection (c) in its entirety.

                


        

        
          
             

            
              	
                       
      

                    	
                      (iv)

                    	
                      Current
      subsection (d) shall become subsection
(c).

                    


            

            
              
                 

                
                  	
                           
      

                        	
                          (v)

                        	
                          Current
      subsection (e) shall become subsection
(d).

                        


                

                
                  
                     

                    
                      	
                               
      

                            	
                              (vi)

                            	
                              Current
      subsection (f) shall become subsection
(e).

                            


                    

                    
                      
                         

                        
                          	
                                   
      

                                	
                                  (vii)

                                	
                                  Current
      subsection (g) shall become subsection
(f).

                                


                        

                        
                          
                             

                            
                              	
                                       
      

                                    	
                                      (viii)

                                    	
                                      Current
      subsection (h) shall become subsection
(g).

                                    


                            

                            
                              
                                 

                                
                                  	
                                           
      

                                        	
                                          (ix)

                                        	
                                          
                                            In
      current subsection (g), replace “(g)” with “(f)” following
      “subsection”.

                                          

                                        


                                

                                 

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      	
               
      

            	
              (k)

            	
              Section
      3.03 shall be amended as follows:

            


    

    
       

      
        	
                 
      

              	
                (i)

              	
                In
      the first paragraph, delete “C” and replace it with
  “B”.

              


      

    

     

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (l)

            	
              Section
      3.04(i) shall be inserted as
follows:

            


    

     

    “in
respect of each Advance under Tranche B, as amended hereto, the Borrower shall
have fully repaid Tranche B under the Original Agreement by the earlier of
December 31, 2007 and the first Drawdown Date under Tranche B, as amended
hereto;”

     

    
      	
               
      

            	
              (m)

            	
              Schedule
      1 attached hereto shall become Schedule III to the Credit
      Agreement.

            


    

     

    
      	
               
      

            	
              (n)

            	
              Exhibit
      B-3 to the Original Agreement shall be
deleted.

            


    

     

    
      	
               
      

            	
              (o)

            	
              Exhibit
      A attached hereto shall replace Exhibit B-2 to the Original
      Agreement.

            


    

     

    6.      No Other
Amendment.  All other terms and conditions of the Original
Agreement shall remain in full force and effect and the Original Agreement shall
be read and construed as if the terms of this Amendment were included therein by
way of addition or substitution, as the case may be.

     

    7.      Other
Documents.  By the execution and delivery of this Amendment,
each of the Borrower, Guarantors and the Lender hereby consents and agrees that
all references in the Note and the Collateral Documents to the Original
Agreement shall be deemed to refer to the Original Agreement as amended by this
Amendment.  By the execution and delivery of this Amendment, each of
the Borrower and Guarantors hereby consents and agrees that each of the Note,
the Collateral Documents and any other documents that may be executed as
security for the Commitment and the Borrower’s and Guarantors’ obligations under
the Original Agreement shall remain in full force and effect notwithstanding the
amendments contemplated hereby.

     

    8.      Fees and
Expenses.  Each of the Borrower and the Guarantors have agreed
to pay to the Lender all costs and expenses (including reasonable legal fees) of
the Lender in connection with the preparation and execution of this
Amendment.  The Borrower and the Guarantors have paid an arrangement
fee to the Lender in the aggregate amount of $95,000, which is the total amount
of fees, costs and expenses owing to the Lender in connection with the
preparation and execution of this Amendment.

     

    9.      Conditions
Precedent.  The effectiveness of this Amendment shall be
expressly subject to the following conditions precedent:

     

    
      	
               
      

            	
              (a)

            	
              This
      Amendment.  Each of the Borrower and the Guarantors shall
      have duly executed and delivered this Amendment to the
    Lender;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Consent, Agreement and
      Reaffirmation.  Each of the Initial Guarantors shall have
      duly executed and delivered the Consent, Agreement and Reaffirmation
      attached hereto;

            


    

     

    
      	
               
      

            	
              (c)

            	
              Credit Agreement
      Supplement.  Each of the Borrower and Additional
      Guarantors shall have duly executed and delivered the Credit Agreement
      Supplement;

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
 

    
      	
               
      

            	
              (d)

            	
              New Tranche B
      Note.  The Borrower shall have duly executed and
      delivered the New Tranche B Note to the
Lender;

            


    

     

    
      	
               
      

            	
              (e)

            	
              Mortgages.  All
      Mortgages over the Initial Vessels must be amended to increase the total
      amount of the Mortgages to US$504,000,000, of which US$420,000,000 is
      attributable to the Commitment and US$84,000,000 is attributable to the
      Master Agreement;

            


    

     

    
      	
               
      

            	
              (f)

            	
              Corporate
      Authority.  The Lender shall have
    received:

            


    

     

    (i)         
  certified copies of the resolutions of the board of directors of the
Borrower approving the increase in the Commitment amount described herein, this
Amendment, the Credit Agreement Supplement, the New Tranche B Note and each
other document contemplated hereby to which the Borrower is or is to be a party,
and of all documents evidencing other necessary corporate action by, and
governmental approvals relating to, the Borrower, if any, with respect to this
Amendment and other related documents to which it is or is to be a
party;

    


    (ii)           certified
copies of the resolutions of the board of directors and shareholders of each of
the Initial Guarantors approving this Amendment, the Consent, Agreement and
Reaffirmation attached hereto, the amendment to each of the Mortgages and each
other document contemplated hereby to which each of the Initial Guarantors is or
is to be a party, and of all documents evidencing other necessary corporate
action by, and governmental approvals relating to, the Initial Guarantors, if
any, with respect to this Amendment and other related documents to which it is
or is to be a party;

    


    (iii)          certified
copies of the resolutions of the board of directors and shareholders of each of
the Additional Guarantors approving this Amendment and the Credit Agreement
Supplement, and each other document contemplated hereby to which each of the
Additional Guarantors is or is to be a party, and of all documents evidencing
other necessary corporate action by, and governmental approvals relating to, the
Additional Guarantors, if any, with respect to this Amendment and other related
documents to which it is or is to be a party;

    


    (iv)          certificates
of an officer of each of the Borrower and the Guarantors certifying the names
and true signatures of the respective officers and attorneys-in-fact of each
thereof authorized to
sign this Amendment and each other document contemplated hereby to which it is
or is to be a party;

    


    (v)           copies
of the articles of incorporation and by-laws of the Borrower and each of the
Guarantors and each amendment thereto, certified by an officer of the Borrower
or the Guarantors, as the case may be, as being true and correct copies
thereof;

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (vi)          copies
of the certificate of goodstanding of the Borrower and each of the Guarantors,
certifying that such corporation is duly organized and in good standing under
the laws of the Republic of the Marshall Islands;

     

    
      	
               
      

            	
              (g)

            	
              Legal
      Opinion.  The Lender shall have received a favorable
      opinion of counsel for the Borrower, in respect of the Amendment and of
      all of the documents executed in connection with the effectiveness of the
      Amendment and as to such other matters as the Lender may reasonably
      request, addressed to the Lender in form and substance satisfactory to the
      Lender;

            


    

     

    
      	
               
      

            	
              (h)

            	
              Fees
      Paid.  The Lender shall have received payment in full of
      all fees and expenses due under the Original Agreement and this Amendment;
      and

            


    

     

    
      	
               
      

            	
              (i)

            	
              No Event of
      Default.  The Lender shall be satisfied that no Event of
      Default or event which, with the passage of time, giving of notice or both
      would become an Event of Default has occurred and be continuing and the
      representations and warranties of the Borrower and Guarantors contained in
      the Original Agreement and this Amendment, shall be true on and as of the
      date of this Amendment.

            


    

     

    10.           Governing
Law.  This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.

     

    11.           Counterparts.  This
Amendment may be executed in as many counterparts as may be deemed necessary or
convenient, and by the different parties hereto on separate counterparts each of
which, when so executed, shall be deemed to be an original but all such
counterparts shall constitute but one and the same agreement.

     

    12.           Headings;
Amendment.  In this Amendment, section headings are inserted
for convenience of reference only and shall be ignored in the interpretation of
this Amendment.  This Amendment cannot be amended other than by
written agreement signed by the parties hereto.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF the parties hereto have caused this Amendment to be duly
executed by their duly authorized representatives as of the day and year first
above written.

     

    
      	 	DOUBLE
      HULL TANKERS, INC.	 
	 	 	 	 
	 	By:	/s/
      Eirik Ubøe 	 
	 	 	Name: 
      Eirik Ubøe 	 
	 	 	Title:  
      Chief Financial Officer 	 
	 	 	 	 


    

     

    
       

      
        
          	 	ANIA
      AFRAMAX CORPORATION	 
	 	 	 	 
	 	By:	/s/
      Eirik Ubøe 	 
	 	 	Name: 
      Eirik Ubøe 	 
	 	 	Title:  
      Treasurer	 
	 	 	 	 


        


        
           

          
            	 	
                    ANN
      TANKER CORPORATION

                  	 
	 	 	 	 
	 	By:	/s/
      Eirik Ubøe 	 
	 	 	Name: 
      Eirik Ubøe 	 
	 	 	Title:  
      Treasurer	 
	 	 	 	 


          

        

        
          
             

             

            
              	 	
                      
                        CATHY
      TANKER CORPORATION

                      

                    	 
	 	 	 	 
	 	By:	/s/
      Eirik Ubøe 	 
	 	 	Name: 
      Eirik Ubøe 	 
	 	 	Title:  
      Treasurer	 
	 	 	 	 


            

          

          
            
               

               

              
                	 	
                        
                          CHRIS TANKER
      CORPORATION

                        

                      	 
	 	 	 	 
	 	By:	/s/
      Eirik Ubøe 	 
	 	 	Name: 
      Eirik Ubøe 	 
	 	 	Title:  
      Treasurer	 
	 	 	 	 


              

            

            
               

               

              
                	 	
                        
                          REBECCA TANKER
      CORPORATION

                        

                      	 
	 	 	 	 
	 	By:	/s/
      Eirik Ubøe 	 
	 	 	Name: 
      Eirik Ubøe 	 
	 	 	Title:  
      Treasurer	 
	 	 	 	 


              

            

             

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              
                 

                
                  	 	
                          
                            REGAL
      UNITY TANKER CORPORATION

                          

                        	 
	 	 	 	 
	 	By:	/s/
      Eirik Ubøe 	 
	 	 	Name: 
      Eirik Ubøe 	 
	 	 	Title:  
      Treasurer	 
	 	 	 	 


                

                 

                
                  

                     

                    
                      	 	
                              
                                SOPHIE TANKER
      CORPORATION

                              

                            	 
	 	 	 	 
	 	By:	/s/
      Eirik Ubøe 	 
	 	 	Name: 
      Eirik Ubøe 	 
	 	 	Title:  
      Treasurer	 
	 	 	 	 


                    

                     

                    
                      

                         

                        
                          	 	
                                  
                                    NEWCASTLE TANKER
      CORPORATION

                                  

                                	 
	 	 	 	 
	 	By:	/s/
      Eirik Ubøe 	 
	 	 	Name: 
      Eirik Ubøe 	 
	 	 	Title:  
      Treasurer	 
	 	 	 	 


                        

                         

                        
                          

                             

                            
                              	 	
                                      
                                        LONDON TANKER
      CORPORATION

                                      

                                    	 
	 	 	 	 
	 	By:	/s/
      Eirik Ubøe 	 
	 	 	Name: 
      Eirik Ubøe 	 
	 	 	Title:  
      Treasurer	 
	 	 	 	 


                            

                             

                            
                              

                                 

                                
                                  	 	
                                          
                                            THE ROYAL
      BANK OF SCOTLAND PLC

                                          

                                        	 
	 	 	 	 
	 	By:	/s/
      Amanda K. Brown	 
	 	 	Name:  Amanda
      K. Brown 	 
	 	 	Title:  
      Attorney-in-Fact