d864198_ex4-10.htm


    Date 24
May 2006

     

    


     

    DIANA
SHIPPING INC.

     

    as
Borrower

     

    -and-

     

    BUENOS
AIRES COMPANIA ARMADORA S.A.

    CERADA
INTERNATIONAL S.A.

    CHORRERA
COMPANIA ARMADORA S.A.

    CYPRES
ENTERPRISES CORP.

    DARIEN
COMPANIA ARMADORA S.A.

    EATON
MARINE S.A.

    HUSKY
TRADING S.A.

    PANAMA
COMPANIA ARMADORA S.A.

    SKYVAN
SHIPPING COMPANY S.A.

    TEXFORD
MARITIME S.A.

    as
Existing Owners

    


    -and-

    


    URBINA
BAY TRADING S.A.

    CHANGAME
COMPANIA ARMADORA S.A.

    as New
Owners

    


    -and-

    


    THE ROYAL
BANK OF SCOTLAND plc

    as
Lender

    


    


    


    


    ______________________________________________

     

    AMENDING
AND RESTATING AGREEMENT

     

    ______________________________________________

     

    relating
to a revolving credit facility of up to

     

    (originally)
US$230,000,000

     

    Watson, Farley & Williams

    London

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    INDEX

     

    Clause                                                         Page

     

    1            INTERPRETATION                                             2

     

    2            AGREEMENT
OF THE LENDER                                     3

     

    3            CONDITIONS
PRECEDENT                                         3

     

    4            REPRESENTATIONS
AND WARRANTIES                               
4

     

    5            AMENDMENT
AND RESTATEMENT OF FACILITY AGREEMENT AND

          OTHER
FINANCE DOCUMENTS                                               
4

     

    6            FURTHER
ASSURANCES                                               
5

     

    7            FEES
AND EXPENSES                                            6

     

    8            COMMUNICATIONS                                            6

     

    9            SUPPLEMENTAL                                                             6

     

    10            LAW
AND JURISDICTION                                                 
6

     

    SCHEDULE
1 THE ADDITIONAL SHIPS                                           
8

     

    EXECUTION
PAGES                                                               
9

     

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THIS AGREEMENT is made
on                     2006

     

    BETWEEN

     

    
      	
               
      

            	
              (1)

            	
              DIANA SHIPPING INC., being a corporation
      incorporated in the Marshall Islands whose registered office is at The
      Trust Company Complex, Ajeltake Island, PO Box 1405, Majuro, The Marshall
      Islands MI-196960 (the “Borrower”);

            


    

     

    
      	
               
      

            	
              (2)

            	
              BUENOS AIRES COMPANIA ARMADORA
      CERADA INTERNATIONAL S.A., CHORRERA
      COMPANIA ARMADORA S.A., CYPRES ENTERPRISES CORP., DARIEN COMPANIA ARMADORA
      S.A., EATON MARINE S.A., HUSKY TRADING S.A., PANAMA COMPANIA ARMADORA
      S.A., SKYVAN SHIPPING COMPANY S.A. and
      TEXFORD MARITIME
      S.A. each being incorporated in Panama whose registered
      office is at HSBC Bank Building, Sixth Floor, Samuel Lewis Avenue, Panama
      City, Panama (together, the “Existing
      Owners”);

            


    

     

    
      	
               
      

            	
              (3)

            	
              URBINA BAY TRADING S.A. and CHANGAME COMPANIA ARMADORA S.A., each
      being incorporated in Panama whose registered office is at HSBC Bank
      Building, Sixth Floor, Samuel Lewis Avenue, Panama City, Panama (together
      the “New
  Owners”);

            


    

     

    
      	
               
      

            	
              (4)

            	
              THE ROYAL BANK OF SCOTLAND
      plc, acting through the
      Shipping Business Centre at 5-10 Great Tower Street, London EC3P 31-IX
      (the “Lender”).

            


    

     

    
      	
              BACKGROUND

            


    

     

    
      	
               
      

            	
              (A)

            	
              By
      a loan agreement dated 18 February 2005 (the “Facility Agreement”) and made between (i)
      the Borrower and (ii) the Lender, the Lender has made available to the
      Borrower a revolving credit facility of (originally) up to
      US$230,000,000.

            


    

     

    
      	
               
      

            	
              (B)

            	
              By
      an ISDA master agreement (on the 1992 ISDA Master Agreement
      (Multicurrency-Crossborder) form) as amended, dated 18 February 2005 made
      between the Borrower and the Lender, the Borrower may enter into certain
      Transactions (as such term is defined in the Master Agreement) from time
      to time pursuant to separate Confirmations (as such term
      is defined in the Master Agreement), providing for, amongst other things,
      the payment of certain amounts by the Borrower to the
    Lender.

            


    

     

    
      	
              (C)

            	
              This
      Agreement sets out the terms and conditions on which the Lender agrees,
      with effect on and from the Effective Date, at the request of the Security
      Parties to amend the terms and conditions applicable to the Facility
      Agreement in (inter alia) the following
  respects:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      increase of the amount of the Facility to up to
    $300,000,000;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      extension of the repayment
schedule;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      amendment of the Margin; and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the
      amendment of the Borrower’s financial
covenants,

            


    

     

    and to
the consequential amendment of the Facility Agreement and the other Finance
Documents in connection with those matters.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IT IS AGREED as
follows:

     

    1    INTERPRETATION

     

    
      	
              1.1

            	
              Defined expressions. 
      Words and expressions defined in the Facility Agreement shall have
      the same meanings when used in this Agreement unless the context otherwise
      requires.

            


    

     

    
      	
              1.2

            	
              Definitions.  In
      this Agreement, unless the contrary intention
  appears:

            


    

    
      	 
      
	
              “Additional General
      Assignment” means, in relation to each Additional Ship, a general
      assignment of the Earnings, Insurances and any Requisition Compensation of
      that Additional Ship executed or to be executed by the relevant New Owner
      in favour of the Lender substantially in the form set out in Appendix 5
      (or in such other form as the Lender may approve or
    require);

            
	 
      
	
              “Additional Guarantee”
      means, in relation to each New Owner, the Guarantee by that New Owner of
      the Borrower’s liabilities under the Facility Agreement, the Master
      Agreement and the Finance Documents (each as amended and restated or
      supplemented by this Agreement) executed or to be executed by the relevant
      New Owner in favour of the Lender substantially in the form set out in
      Appendix 3 (or in such other form as the Lender may
      approve or require);

            
	 
      
	
              “Additional Mortgage”
      means, in relation to each Additional Ship, the first priority or
      preferred ship mortgage on that Additional Ship and, if required by the
      Approved Flag State, a collateral deed of covenants, executed or to be
      executed by the relevant New Owner in favour of the Lender substantially
      in the form set out in Appendix 4 (or in such other form as the Lender may
      approve or require);

            
	 
      
	
              “Additional Ship” means
      either of the ships more particularly described in Schedule 1, and in the
      singular means either of them;

            
	 
      
	
              “Amended and Restated Facility
      Agreement” means the Facility Agreement as amended and restated by
      this Agreement in the form set out in Appendix 1;

            
	 
      
	
              “Chorrera Mortgage
      Addendum” means the addendum to the Mortgage in respect of m.v.
      “DIONE” executed or to be executed by Chorrera Compania Annadora S.A. in
      favour of the Lender substantially in the form set out in Appendix 2 (or
      in such other form as the Lender may approve or
  require);

            
	 
      
	
              “Eaton Mortgage Addendum”
      means the addendum to the Mortgage in respect of m.v. “DANAE” executed or
      to be executed by Eaton Marine S.A. in favour of the Lender substantially
      in the form set out in Appendix 2 (or in such other form as the Lender may
      approve or require);

            
	 
      
	
              “Effective Date” means
      the date on which the conditions precedent in Clause 3 are satisfied;
      and

            


    

    
      	 
	
              “Mortgage Addenda” means
      together the Chorrera Mortgage Addendum and the Eaton Mortgage Addendum,
      and in the singular means either of
them.

            


    

    

 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

      

    
      	
              1.3

            	
              Application of construction and interpretation
      provisions of Loan Agreement. Clauses 1.2 and 1.5 of the Loan
      Agreement apply, with any necessary modifications, to this
      Agreement.

            


    

     


    
      	
              2

            	
              AGREEMENT
      OF THE LENDER

            


    

     

    
      	
              2.1

            	
              Agreement of the Lender.
      The Lender agrees, subject to and upon the terms and conditions of this Agreement,
      to:

            


    

     

    
      	
              (a)

            	
              the
      matters described in Recital (C);
and

            


    

     

    
      	
              (b)

            	
              the
      consequential amendment of the Facility Agreement and the other Finance
      Documents in connection with those matters to be made pursuant to Clauses
      5.1, 5.2 and 5.3; and

            


    

     

    
      	
              (c)

            	
              the
      release of the existing Negative Pledge
  Agreements.

            


    

     

    
      	
              2.2

            	
              Effective
      Date. The
      agreement of the Lender contained in Clause 2.1 shall have effect on
      and from the Effective Date.

            


    

     

    
    

     

    
      	
              2.3

            	
              Release of Negative Pledge
      Agreements. With effect on and from the Effective Date, the Lender
      releases all Security Interests created in its favour by a Security Party
      pursuant to the Negative Pledge
Agreements.

            


    

     

    3            CONDITIONS
PRECEDENT

     

    
      	
              3.1

            	
              General. The agreement
      of the Lender contained in Clause 2.1 is subject to the fulfilment
      of the conditions precedent in Clause
  3.2.

            


    

    
    

     

    
      	
              3.2

            	
              Conditions precedent. The
      conditions referred to in Clause 3.1 are that the Lender shall have
      received the following documents and evidence in all respects in form and
      substance satisfactory to the Lender and its lawyers on or before 2 May
      2006 or such later date as the Lender may agree with the Borrower and the
      other Security Parties:

            


    

     

    
      	
              (a)

            	
              documents
      of the kind specified in Schedule 2, Part A, paragraphs 2, 3, 4 and 5 of
      the Facility Agreement as amended and supplemented by this Agreement and
      updated with appropriate modifications to refer to this Agreement and the
      Additional Finance Documents;

            


    

     

    
      	
              (b)

            	
              a
      duly executed original of this Agreement and each Additional Finance
      Document (and each document to be delivered pursuant to their terms) duly
      executed by the parties to it;

            


    

     

    
      	
              (c)

            	
              documentary
      evidence that:

            


    

     

    
      	
               
      

            	
              (i)

            	
              each
      Additional Ship is registered in the ownership of the relevant New Owner
      under
      an Approved Flag;

            


    

    
    

     

    
      	
               
      

            	
              (ii)

            	
              each
      Additional Ship is in the absolute and unencumbered ownership of the
      relevant New Owner save as contemplated by the Finance Documents relative
      thereto;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              each
      Additional Ship maintains the highest classification available to ships of
      the same type, specification and age of such Ship with a classification
      society which is a member of the International Association of
      Classification Societies free of all overdue recommendations and
      conditions of such Classification Society affecting
  class;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              each
      Additional Ship is insured in accordance with the provisions of the
      Amended and Restated Facility Agreement and all requirements therein in
      respect of insurances, have been complied with;
  and

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (v)

            	
              the
      Additional Mortgage relating to each Additional Ship has been duly
      registered or recorded against such Additional Ship as a valid first
      priority or preferred ship mortgage in accordance with the laws of the
      relevant Approved Flag State;

            


    

     

    
      	
              (d)

            	
              documents
      establishing that each Additional Ship is managed by the Approved Manager
      on
      terms acceptable to the Lender, together.
      with:

            


    

    
    

     

    
      	
               
      

            	
              (i)

            	
              a
      letter of undertaking executed by the Approved Manager in favour of the
      Lender in the terms required by the Lender agreeing certain matters in
      relation to the management of such Additional Ship and subordinating the
      rights of the Approved Manager against such Additional Ship and the
      relevant New Owner to the rights of the Lender under the Finance
      Documents;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              copies
      of the Document of Compliance and Safety Management Certificate issued
      pursuant to the ISM Code in respect of each Additional
    Ship;

            


    

     

    
      	
              (e)

            	
              a
      duly executed original of each Mortgage
  Addendum;

            


    

     

    
      	
              (f)

            	
              documentary
      evidence that each Mortgage Addendum has been duly registered against the
      relevant Ship as a valid addendum to the relevant Mortgage according to
      the laws of Greece;

            


    

     

    
      	
              (g)

            	
              any
      further opinions, consents, agreements and documents in connection with
      this Agreement and the Finance Documents which the Lender may request by
      notice to the Borrower prior to the Effective
  Date;

            


    

     

    
      	
              (h)

            	
              evidence
      that all commitment commission payable under Clause 20.1(b) of the
      Facility Agreement accrued up to the Effective Date has been paid in
      full.

            


    

     

    
      	
              4

            	
              REPRESENTATIONS
      AND WARRANTIES

            


    

     

    
      	
              4.1

            	
              Repetition of Facility
      Agreement representations and warranties. The Borrower represents
      and warrants to the Lender that the representations and warranties in
      clause 10 of the Facility Agreement, as amended and restated by this
      Agreement and updated with appropriate modifications to refer to this
      Agreement and, where appropriate, the Additional Finance Documents, remain
      true and not misleading if repeated on the date of this Agreement with
      reference to the circumstances now
existing.

            


    

     

    
      	
              4.2

            	
              Repetition of Finance Document representations
      and warranties. The Borrower and each of the Security Parties
      represents and warrants to the Lender that the representations and
      warranties in the Finance Documents (other than the Facility Agreement) to
      which it is a party, as amended and restated by this Agreement and updated
      with appropriate modifications to refer to this Agreement and, where
      appropriate, the Additional Finance Documents, remain true and not
      misleading if repeated on the date of this Agreement with reference to the
      circumstances now existing.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              5

            	
              AMENDMENT
      AND RESTATEMENT OF FACILITY AGREEMENT AND 
OTHER
      FINANCE DOCUMENTS

            


    

     

    
    

     

    
      	
              5.1

            	
              Specific amendments to Facility Agreement. With
      effect on and from the Effective Date the Facility Agreement shall be, and
      shall be deemed by this Agreement to be amended and restated in the form
      of the Amended and Restated Facility Agreement. The Effective Date shall
      constitute the Availability Date under the Facility Agreement as so
      amended and restated. As so amended and restated, the Facility Agreement
      shall continue to be binding on each of the parties to it in accordance
      with its terms as so amended and
restated.

            


    

     

    
      	
              5.2

            	
              Amendments to Master Agreement.
      With effect on and from the Effective Date the Master Agreement
      shall be, and shall be deemed by this Agreement to be, amended so that the
      definition of, and references throughout to, the Loan Facility and the
      Credit Support Documents shall be construed as if the same referred to the
      Facility Agreement and those Credit Support Documents as amended and
      restated or supplemented by this Agreement and the Mortgage
      Addenda.

            


    

     

    
      	
              5.3

            	
              Amendments to Finance
      Documents. With effect on and from the Effective Date each of the
      Finance Documents other than the Facility Agreement and any Mortgage which
      is amended and supplemented by a Mortgage Addendum, shall be, and shall be
      deemed by this Agreement to be amended as
  follows:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      definition of, and references throughout each of the Finance Documents to,
      the Facility Agreement and any of the other Finance Documents shall be
      construed as if the same referred to the Facility Agreement and those
      Finance Documents as amended and restated or supplemented by this
      Agreement;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      definition of, and references throughout each of the Finance Documents to,
      a Mortgage shall, where applicable, be construed as if the same referred
      to that Mortgage as amended and supplemented by the relevant Mortgage
      Addendum;

            


    

     

    
      	
               
      

            	
              (c)

            	
              by
      construing references throughout each of the Finance Documents to “this
      Agreement”, “this Deed”, “hereunder” and other like expressions as if the
      same referred to such Finance Documents as amended and supplemented by
      this Agreement; and

            


    

     

    
      	
               
      

            	
              (d)

            	
              references
      throughout each of the Finance Documents to “$230,000,000” shall be replaced
      with “$300,000,000”.

            


    

    
    

     

    
      	
              5.4

            	
              Finance Documents to remain in full force and
      effect. The Finance Documents shall remain
      in full force and effect, as amended
by:

            


    

    
    

     

    
      	
               
      

            	
              (a)

            	
              the
      amendments contained or referred to in Clauses 5.1, 5.2 and 5.3 and the
      Mortgage Addenda;
      and

            


    

     

    
    

    
      	
               
      

            	
              (b)

            	
              such
      further or consequential modifications as may be necessary to give full
      effect to the terms
      of this Agreement.

            


    

    
    

     

    
      	
              5.5

            	
              Confirmation of Guarantees.
      Each Guarantee, as amended by this Agreement, shall remain in full
      force and effect and shall extend to all amounts payable by the Borrower
      under or in connection with the Facility Agreement (as amended and
      restated by this Agreement) and the Master Agreement and each other
      Finance Document (each as amended by this
  Agreement).

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    6           FURTHER ASSURANCES

     

    
      	
              6.1

            	
              Borrower’s and each Security
      Party’s obligation to execute further documents
      etc.

            


    

     

    
      	
               
      

            	
              The
      Borrower and each Security Party
shall:

            


    

     

    
      	
              (a)

            	
              execute
      and deliver to the Lender (or as it may direct) any assignment, mortgage,
      power of attorney, proxy or other document, governed by the law of England
      or such other country as the Lender may, in any particular case,
      specify;

            


    

     

    
      	
              (b)

            	
              effect
      any registration or notarisation, give any notice or take any other
      step;

            
	 	 
	 	which
      the Lender may, by notice to the Borrower or that Security Party, specify
      for any of the purposes described in Clause 6.2 or for any similar or
      related purpose.


    

     

    
      	
              6.2

            	
              Purposes of further
      assurances.  Those purposes
  are:

            


    

     

    
      	
               
      

            	
              (a)

            	
              validly
      and effectively to create any Security Interest or right of any kind which
      the Lender intended should be created by or pursuant to the Facility
      Agreement or any other Finance Document, each as amended and restated or
      supplemented by this Agreement, or by the Mortgage Addenda;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              implementing
      the terms and provisions of this
Agreement.

            


    

     

    
      	
              6.3

            	
              Terms of further assurances.
      The Lender may specify the terms of any document to be executed by
      the Borrower or any Security Party under Clause 6.1, and those terms may
      include any covenants, powers and provisions which the Lender considers
      appropriate to protect its
interests.

            


    

     

    
      	
              6.4

            	
              Obligation to comply with notice. The Borrower or
      any Security Party shall comply with
      a notice under Clause 6.1 by the date specified in the
      notice.

            


    

    
    

     

    
      	
              6.5

            	
              Additional corporate action.
      At the same time as the Borrower or any Security Party delivers to
      the Lender any document executed under Clause 6.1(a), the Borrower or any
      Security Party shall also deliver to the Lender a certificate signed by 2
      of the Borrower’s or that Security Party’s directors which
      shall:

            


    

     

    
      	
               
      

            	
              (a)

            	
              set
      out the text of a resolution of the Borrower’s or that Security Party’s
      directors specifically authorising the execution of the document specified
      by the Lender; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              state
      that either the resolution was duly passed at a meeting of the directors
      validly convened and held throughout which a quorum of directors entitled
      to vote on the resolution was present or that the resolution has been
      signed by all the directors and is valid under the Borrower’s or that
      Security Party’s articles of association or other constitutional
      documents.

            


    

     

    
      	
              7

            	
              FEES AND
      EXPENSES

            


    

     

    
      	
              7.1

            	
              Amendment fee. The
      Borrower shall pay to the Lender on the date of this Agreement an amendment
      fee of $100,000.

            


    

     

    
    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              7.2

            	
              Expenses. The provisions
      of clause 20 (fees and expenses) of the Facility Agreement, as amended and
      restated by this Agreement, shall apply to this Agreement as if they were
      expressly incorporated in this Agreement with any necessary
      modifications.

            


    

     

    
      	
              8

            	
              COMMUNICATIONS

            


    

     

    
      	
              8.1

            	
              General. The provisions
      of clause 28 (notices) of the Facility Agreement, as amended and restated
      by this Agreement, shall apply to this Agreement as if they were expressly
      incorporated in this Agreement with any necessary
      modifications.

            


    

     

    
      	
              9

            	
              SUPPLEMENTAL

            


    

     

    
      	
              9.1

            	
              Counterparts.  This Agreement
      may be executed in any number of counterparts.

            
	 	 
	9.2	Third party
      rights.  A person who is not a party to this Agreement
      has no right under the Contracts (Rights of Third Parties) Act 1999 to
      enforce or to enjoy the benefit of any term of this
  Agreement.


    

     

    
      	
              10

            	
              LAW
      AND JURISDICTION

            


    

     

    
      	
              10.1

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

            


    

     

    
      	
              10.2

            	
              Incorporation of the Facility
      Agreement provisions. The provisions of clause 30 (law and
      jurisdiction) of the Facility Agreement, as amended and restated by this
      Agreement, shall apply to this Agreement as if they were expressly
      incorporated in this Agreement with any necessary
      modifications.

            


    

     

    THIS AGREEMENT has been duly
executed and delivered as a Deed on the date stated at the beginning of this
Agreement.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
1

     

    THE
ADDITIONAL SHIPS

     

     

    
      	
              Vessel
      Name

            	
              Owner

            	
              Vessel
      Type

            	
              Flag

            	
              Dead
      Weight Tonnage

            	
              Year
      Built

            
	
              ERATO

            	
              Urbina
      Bay Trading S.A.

            	
              Bulk
      Carrier

            	
              Bahamas

            	
              74,444

            	
              2004

            
	
              THETIS

            	
              Changame
      Compania Armadora S.A.

            	
              Bulk
      Carrier

            	
              Bahamas

            	
              73,583

            	
              2004

            


    

     

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXECUTION PAGES

       

      


      
        	
                EXECUTED
      and DELIVERED as a DEED

              	
                )

              
	
                by
      DIANA SHIPPING INC.

              	
                )

              
	
                acting
      by S. Palios

              	
                )

              
	
                its
      duly authorized

              	
                )

              
	
                attorney-in-fact
      in the presence of:

              	
                )

              
	 
      	 
      
	
                /s/Kate
      Sherrand

              	 
      
	 
      	 
      
	
                /s/Simon
      Palios

              	 
      


      

      


      


      
        	
                EXECUTED
      and DELIVERED as a DEED

              	
                )

              
	
                by
      BUENOS AIRES COMPANIA ARMADORA S.A.

              	
                )

              
	
                acting
      by S. Palios

              	
                )

              
	
                its
      duly authorized

              	
                )

              
	
                attorney-in-fact
      in the presence of:

              	
                )

              
	 
      	 
      
	
                /s/Kate
      Sherrand

              	 
      
	 
      	 
      
	
                /s/Simon
      Palios

              	 
      


      

      


      


      
        	
                EXECUTED
      and DELIVERED as a DEED

              	
                )

              
	
                by
      CERADA INTERNATIONAL S.A.

              	
                )

              
	
                acting
      by S. Palios

              	
                )

              
	
                its
      duly authorized

              	
                )

              
	
                attorney-in-fact
      in the presence of:

              	
                )

              
	 
      	 
      
	
                /s/Kate
      Sherrand

              	 
      
	 
      	 
      
	
                /s/Simon
      Palios

              	 
      


      

      


      


      
        	
                EXECUTED
      and DELIVERED as a DEED

              	
                )

              
	
                by
      CHORRERA COMPANIA ARMADORA S.A.

              	
                )

              
	
                acting
      by S. Palios

              	
                )

              
	
                its
      duly authorized

              	
                )

              
	
                attorney-in-fact
      in the presence of:

              	
                )

              
	 
      	 
      
	
                /s/Kate
      Sherrand

              	 
      
	 
      	 
      
	
                /s/Simon
      Palios

              	 
      


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                EXECUTED
      and DELIVERED as a DEED

              	
                )

              
	
                by
      CYPRES ENTERPRISES CORP.

              	
                )

              
	
                acting
      by S. Palios

              	
                )

              
	
                its
      duly authorized

              	
                )

              
	
                attorney-in-fact
      in the presence of:

              	
                )

              
	 
      	 
      
	
                /s/Kate
      Sherrand

              	 
      
	 
      	 
      
	
                /s/Simon
      Palios

              	 
      


      

      


      


      
        	
                EXECUTED
      and DELIVERED as a DEED

              	
                )

              
	
                by
      DARIEN COMPANIA ARMADORA S.A.

              	
                )

              
	
                acting
      by S. Palios

              	
                )

              
	
                its
      duly authorized

              	
                )

              
	
                attorney-in-fact
      in the presence of:

              	
                )

              
	 
      	 
      
	
                /s/Kate
      Sherrand

              	 
      
	 
      	 
      
	
                /s/Simon
      Palios

              	 
      


      

      


      


      
        	
                EXECUTED
      and DELIVERED as a DEED

              	
                )

              
	
                by
      EATON MARINE S.A.

              	
                )

              
	
                acting
      by S. Palios

              	
                )

              
	
                its
      duly authorized

              	
                )

              
	
                attorney-in-fact
      in the presence of:

              	
                )

              
	 
      	 
      
	
                /s/Kate
      Sherrand

              	 
      
	 
      	 
      
	
                /s/Simon
      Palios

              	 
      


      

      


      


      
        	
                EXECUTED
      and DELIVERED as a DEED

              	
                )

              
	
                by
      HUSKY TRADING S.A.

              	
                )

              
	
                acting
      by S. Palios

              	
                )

              
	
                its
      duly authorized

              	
                )

              
	
                attorney-in-fact
      in the presence of:

              	
                )

              
	 
      	 
      
	
                /s/Kate
      Sherrand

              	 
      
	 
      	 
      
	
                /s/Simon
      Palios

              	 
      


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                EXECUTED
      and DELIVERED as a DEED

              	
                )

              
	
                by
      PANAMA COMPANIA ARMADORA S.A.

              	
                )

              
	
                acting
      by S. Palios

              	
                )

              
	
                its
      duly authorized

              	
                )

              
	
                attorney-in-fact
      in the presence of:

              	
                )

              
	 
      	 
      
	
                /s/Kate
      Sherrand

              	 
      
	 
      	 
      
	
                /s/Simon
      Palios

              	 
      


      

      


      


      
        	
                EXECUTED
      and DELIVERED as a DEED

              	
                )

              
	
                by
      SKYVAN SHIPPING COMPANY S.A.

              	
                )

              
	
                acting
      by S. Palios

              	
                )

              
	
                its
      duly authorized

              	
                )

              
	
                attorney-in-fact
      in the presence of:

              	
                )

              
	 
      	 
      
	
                /s/Kate
      Sherrand

              	 
      
	 
      	 
      
	
                /s/Simon
      Palios

              	 
      


      

      


      


      
        	
                EXECUTED
      and DELIVERED as a DEED

              	
                )

              
	
                by
      TEXFORD MARITIME S.A.

              	
                )

              
	
                acting
      by S. Palios

              	
                )

              
	
                its
      duly authorized

              	
                )

              
	
                attorney-in-fact
      in the presence of:

              	
                )

              
	 
      	 
      
	
                /s/Kate
      Sherrand

              	 
      
	 
      	 
      
	
                /s/Simon
      Palios

              	 
      


      

      


      


      
        	
                EXECUTED
      and DELIVERED as a DEED

              	
                )

              
	
                by
      URBINA BAY TRADING S.A.

              	
                )

              
	
                acting
      by S. Palios

              	
                )

              
	
                its
      duly authorized

              	
                )

              
	
                attorney-in-fact
      in the presence of:

              	
                )

              
	 
      	 
      
	
                /s/Kate
      Sherrand

              	 
      
	 
      	 
      
	
                /s/Simon
      Palios

              	 
      


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                EXECUTED
      and DELIVERED as a DEED

              	
                )

              
	
                by
      CHANGAME COMPANIA ARMADORA S.A.

              	
                )

              
	
                acting
      by S. Palios

              	
                )

              
	
                its
      duly authorized

              	
                )

              
	
                attorney-in-fact
      in the presence of:

              	
                )

              
	 
      	 
      
	
                /s/Kate
      Sherrand

              	 
      
	 
      	 
      
	
                /s/Simon
      Palios

              	 
      


      

      


      


      
        	
                EXECUTED
      and DELIVERED as a DEED

              	
                )

              
	
                by
      THE ROYAL BANK OF SCOTLAND plc

              	
                )

              
	
                acting
      by N. Pavlides

              	
                )

              
	
                its
      duly authorized

              	
                )

              
	
                attorney-in-fact
      in the presence of:

              	
                )

              
	 
      	 
      
	
                /s/Kate
      Sherrand

              	 
      
	 
      	 
      
	
                /s/N.
      Pavlides

              	 
      


      

      


      


      


      


      


       

      


      


      


      SK 99999
0010 864198