kl07046_ex10-1.htm


    
      

    

                                                                                    Exhibit
      10.1

     

     

     

    
      
         

         

        CREDIT
          AGREEMENT

        


      

      
        among

      

      
        


         

        GENCO
          SHIPPING & TRADING LIMITED,

         

        VARIOUS
          LENDERS,

         

         

        DNB
          NOR BANK ASA, NEW YORK BRANCH,

        


      

      
        as
          Administrative Agent and Collateral Agent

        


      

      
        and


        DNB
          NOR BANK ASA, NEW YORK BRANCH,

        


        


        as
          Mandated Lead Arranger and Bookrunner


      

      
         

        __________________________________

        
 

      

      
        Dated
          as of July 20, 2007

      

      
        __________________________________

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

      

      
         

        
          
            	
                    SECTION
                      1.

                  	 	
                    AMOUNT
                      AND TERMS OF CREDIT FACILITIES

                  	 	 	
                    2

                  	 
	 	
                    1.01

                  	 	
                    The
                      Commitments

                  	 	 	
                    2

                  	 
	 	
                    1.02

                  	 	
                    Minimum
                      Amount of Each Borrowing; Limitation on Number of
                      Borrowings

                  	 	 	
                    2

                  	 
	 	
                    1.03

                  	 	
                    Notice
                      of Borrowing

                  	 	 	
                    2

                  	 
	 	
                    1.04

                  	 	
                    Disbursement
                      of Funds

                  	 	 	
                    3

                  	 
	 	
                    1.05

                  	 	
                    Notes

                  	 	 	
                    3

                  	 
	 	
                    1.06

                  	 	
                    Pro
                      Rata Borrowings

                  	 	 	
                    4

                  	 
	 	
                    1.07

                  	 	
                    Interest

                  	 	 	
                    4

                  	 
	 	
                    1.08

                  	 	
                    Interest
                      Periods

                  	 	 	
                    5

                  	 
	 	
                    1.09

                  	 	
                    Increased
                      Costs, Illegality, etc

                  	 	 	
                    6

                  	 
	 	
                    1.10

                  	 	
                    Compensation

                  	 	 	
                    8

                  	 
	 	
                    1.11

                  	 	
                    Change
                      of Lending Office

                  	 	 	
                    9

                  	 
	 	
                    1.12

                  	 	
                    Replacement
                      of Lenders

                  	 	 	
                    9

                  	 
	 	 	 	 	 	 	 
	
                    SECTION
                      2.

                  	 	
                    LETTERS
                      OF CREDIT

                  	 	 	
                    10

                  	 
	 	
                    2.01

                  	 	
                    Letters
                      of Credit

                  	 	 	
                    10

                  	 
	 	
                    2.02

                  	 	
                    Letter
                      of Credit Requests; Minimum Stated Amount

                  	 	 	
                    11

                  	 
	 	
                    2.03

                  	 	
                    Letter
                      of Credit Participations

                  	 	 	
                    11

                  	 
	 	
                    2.04

                  	 	
                    Agreement
                      to Repay Letter of Credit Drawings

                  	 	 	
                    13

                  	 
	 	
                    2.05

                  	 	
                    Increased
                      Costs

                  	 	 	
                    14

                  	 
	 	 	 	 	 	 	 
	
                    SECTION
                      3.

                  	 	
                    COMMITMENT
                      COMMISSION; REDUCTIONS OF COMMITMENT

                  	 	 	
                    15

                  	 
	 	
                    3.01

                  	 	
                    Commitment
                      Commission; Fees

                  	 	 	
                    15

                  	 
	 	
                    3.02

                  	 	
                    Voluntary
                      Termination of Unutilized Commitments

                  	 	 	
                    16

                  	 
	 	
                    3.03

                  	 	
                    Mandatory
                      Reduction of Commitments

                  	 	 	
                    16

                  	 
	 	
                    3.04

                  	 	
                    Scheduled
                      Repayments and Commitment Reductions

                  	 	 	
                    17

                  	 
	 	 	 	 	 	 	 
	
                    SECTION
                      4.

                  	 	
                    PREPAYMENTS;
                      PAYMENTS; TAXES

                  	 	 	
                    17

                  	 
	 	
                    4.01

                  	 	
                    Voluntary
                      Prepayments

                  	 	 	
                    17

                  	 
	 	
                    4.02

                  	 	
                    Mandatory
                      Repayments

                  	 	 	
                    18

                  	 
	 	
                    4.03

                  	 	
                    Application
                      of Net Cash Flows

                  	 	 	
                    19

                  	 
	 	
                    4.04

                  	 	
                    Method
                      and Place of Payment

                  	 	 	
                    19

                  	 
	 	
                    4.05

                  	 	
                    Net
                      Payments; Taxes

                  	 	 	
                    19

                  	 
	 	 	 	 	 	 	 
	
                    SECTION
                      5.

                  	 	
                    CONDITIONS
                      PRECEDENT TO THE INITIAL BORROWING DATE

                  	 	 	
                    21

                  	 
	 	
                    5.01

                  	 	
                    Existing
                      Credit Agreement

                  	 	 	
                    21

                  	 
	 	
                    5.02

                  	 	
                    Revolving
                      Credit Agreement

                  	 	 	
                    21

                  	 


          

           

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
 

          
            	 	
                    5.03

                  	 	
                    Assignments
                      of Purchase Contracts and Escrow Deposit

                  	 	 	
                    21

                  	 
	 	
                    5.04

                  	 	
                    Opinions
                      of Counsel

                  	 	 	
                    21

                  	 
	 	
                    5.05

                  	 	
                    Corporate
                      Documents; Proceedings; etc

                  	 	 	
                    21

                  	 
	 	
                    5.06

                  	 	
                    Subsidiaries
                      Guaranty

                  	 	 	
                    22

                  	 
	 	
                    5.07

                  	 	
                    Pledge
                      and Security Agreement

                  	 	 	
                    22

                  	 
	 	
                    5.08

                  	 	
                    Solvency
                      Certificate

                  	 	 	
                    22

                  	 
	 	
                    5.09

                  	 	
                    Approvals

                  	 	 	
                    22

                  	 
	 	
                    5.10

                  	 	
                    Litigation

                  	 	 	
                    23

                  	 
	 	
                    5.11

                  	 	
                    Material
                      Adverse Effect

                  	 	 	
                    23

                  	 
	 	
                    5.12

                  	 	
                    Environmental
                      Laws

                  	 	 	
                    23

                  	 
	 	
                    5.13

                  	 	
                    Fees

                  	 	 	
                    23

                  	 
	 	
                    5.14

                  	 	
                    No
                      Conflicts

                  	 	 	
                    23

                  	 
	 	 	 	 	 	 	 
	
                    SECTION
                      6.

                  	 	
                    CONDITIONS
                      PRECEDENT TO THE REFINANCING LOAN

                  	 	 	
                    23

                  	 
	 	
                    6.01

                  	 	
                    Subsidiary
                      Guarantors

                  	 	 	
                    23

                  	 
	 	
                    6.02

                  	 	
                    Repayment
                      of Outstanding Indebtedness

                  	 	 	
                    24

                  	 
	 	
                    6.03

                  	 	
                    Opinions
                      of Counsel

                  	 	 	
                    24

                  	 
	 	
                    6.04

                  	 	
                    Litigation

                  	 	 	
                    24

                  	 
	 	
                    6.05

                  	 	
                    Material
                      Adverse Effect

                  	 	 	
                    24

                  	 
	 	 	 	 	 	 	 
	
                    SECTION
                      7.

                  	 	
                    CONDITIONS
                      SUBSEQUENT TO THE EFFECTIVE DATE

                  	 	 	
                    24

                  	 
	 	
                    7.01

                  	 	
                    Opinions
                      of Counsel

                  	 	 	
                    24

                  	 
	 	
                    7.02

                  	 	
                    Corporate
                      Documents; Proceedings; etc

                  	 	 	
                    25

                  	 
	 	
                    7.03

                  	 	
                    Pledge
                      and Security Agreement

                  	 	 	
                    26

                  	 
	 	
                    7.04

                  	 	
                    Assignments
                      of Earnings, Insurances and Charter

                  	 	 	
                    26

                  	 
	 	
                    7.05

                  	 	
                    Control
                      Agreement

                  	 	 	
                    26

                  	 
	 	
                    7.06

                  	 	
                    Mortgages

                  	 	 	
                    27

                  	 
	 	
                    7.07

                  	 	
                    Certificates
                      of Ownership; Searches; Class Certificates; Appraisal Reports;
                      Mortgages

                  	 	 	
                    27

                  	 
	 	
                    7.08

                  	 	
                    Management
                      and Service Agreements

                  	 	 	
                    27

                  	 
	 	
                    7.09

                  	 	
                    Environmental
                      Laws

                  	 	 	
                    28

                  	 
	 	 	 	 	 	 	 
	
                    SECTION
                      8.

                  	 	
                    CONDITIONS
                      PRECEDENT

                  	 	 	
                    28

                  	 
	 	
                    8.01

                  	 	
                    Conditions
                      Precedent to all Credit Events

                  	 	 	
                    28

                  	 
	 	
                    8.02

                  	 	
                    Conditions
                      Precedent to all Vessel Acquisition Loans

                  	 	 	
                    29

                  	 
	 	
                    8.03

                  	 	
                    Conditions
                      Precedent to the initial Loan for Pre-Delivery Installments
                      of Additional
                      Newbuilding Vessels (Other than Capesize Vessels)

                  	 	 	
                    32

                  	 
	 	
                    8.04

                  	 	
                    Conditions
                      Precedent to all Loans in Respect of Deposits Under Purchase
                      Agreements
                      for Additional Vessels Other than Capesize Vessels

                  	 	 	
                    34

                  	 


          

           

           

          (ii)

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
 

          
            	 	 	 	 	 	 	 
	
                    SECTION
                      9.

                  	 	
                    REPRESENTATIONS,
                      WARRANTIES AND AGREEMENTS

                  	 	 	
                    36

                  	 
	 	
                    9.01

                  	 	
                    Corporate/Limited
                      Liability Company/Limited Partnership Status

                  	 	 	
                    36

                  	 
	 	
                    9.02

                  	 	
                    Corporate
                      Power and Authority

                  	 	 	
                    36

                  	 
	 	
                    9.03

                  	 	
                    No
                      Violation

                  	 	 	
                    36

                  	 
	 	
                    9.04

                  	 	
                    Governmental
                      Approvals

                  	 	 	
                    37

                  	 
	 	
                    9.05

                  	 	
                    Financial
                      Statements; Financial Condition; Undisclosed Liabilities

                  	 	 	
                    37

                  	 
	 	
                    9.06

                  	 	
                    Litigation

                  	 	 	
                    38

                  	 
	 	
                    9.07

                  	 	
                    True
                      and Complete Disclosure

                  	 	 	
                    38

                  	 
	 	
                    9.08

                  	 	
                    Use
                      of Proceeds; Margin Regulations

                  	 	 	
                    38

                  	 
	 	
                    9.09

                  	 	
                    Tax
                      Returns and Payments

                  	 	 	
                    39

                  	 
	 	
                    9.10

                  	 	
                    Compliance
                      with ERISA

                  	 	 	
                    39

                  	 
	 	
                    9.11

                  	 	
                    The
                      Security Documents

                  	 	 	
                    40

                  	 
	 	
                    9.12

                  	 	
                    Representations
                      and Warranties in Documents

                  	 	 	
                    41

                  	 
	 	
                    9.13

                  	 	
                    Subsidiaries

                  	 	 	
                    41

                  	 
	 	
                    9.14

                  	 	
                    Compliance
                      with Statutes, etc

                  	 	 	
                    41

                  	 
	 	
                    9.15

                  	 	
                    Investment
                      Company Act

                  	 	 	
                    41

                  	 
	 	
                    9.16

                  	 	
                    Pollution
                      and Other Regulations

                  	 	 	
                    41

                  	 
	 	
                    9.17

                  	 	
                    Labor
                      Relations

                  	 	 	
                    42

                  	 
	 	
                    9.18

                  	 	
                    Patents,
                      Licenses, Franchises and Formulas

                  	 	 	
                    42

                  	 
	 	
                    9.19

                  	 	
                    Indebtedness

                  	 	 	
                    42

                  	 
	 	
                    9.20

                  	 	
                    Insurance

                  	 	 	
                    42

                  	 
	 	
                    9.21

                  	 	
                    Concerning
                      the Vessels

                  	 	 	
                    42

                  	 
	 	
                    9.22

                  	 	
                    Citizenship

                  	 	 	
                    42

                  	 
	 	
                    9.23

                  	 	
                    Vessel
                      Classification

                  	 	 	
                    43

                  	 
	 	
                    9.24

                  	 	
                    No
                      Immunity

                  	 	 	
                    43

                  	 
	 	
                    9.25

                  	 	
                    Fees
                      and Enforcement

                  	 	 	
                    43

                  	 
	 	
                    9.26

                  	 	
                    Form
                      of Documentation

                  	 	 	
                    43

                  	 
	 	
                    9.27

                  	 	
                    Vessel
                      Acquisitions

                  	 	 	
                    43

                  	 
	 	 	 	 	 	 	 
	
                    SECTION
                      10.

                  	 	
                    AFFIRMATIVE
                      COVENANTS

                  	 	 	
                    44

                  	 
	 	
                    10.01

                  	 	
                    Information
                      Covenants

                  	 	 	
                    44

                  	 
	 	
                    10.02

                  	 	
                    Books,
                      Records and Inspections

                  	 	 	
                    47

                  	 
	 	
                    10.03

                  	 	
                    Maintenance
                      of Property; Insurance; Mortgagee Interest Insurance

                  	 	 	
                    47

                  	 
	 	
                    10.04

                  	 	
                    Corporate
                      Franchises

                  	 	 	
                    47

                  	 
	 	
                    10.05

                  	 	
                    Compliance
                      with Statutes, etc

                  	 	 	
                    48

                  	 
	 	
                    10.06

                  	 	
                    Compliance
                      with Environmental Laws

                  	 	 	
                    48

                  	 
	 	
                    10.07

                  	 	
                    ERISA

                  	 	 	
                    49

                  	 
	 	
                    10.08

                  	 	
                    End
                      of Fiscal Years; Fiscal Quarters

                  	 	 	
                    50

                  	 
	 	
                    10.09

                  	 	
                    Performance
                      of Obligations

                  	 	 	
                    50

                  	 
	 	
                    10.10

                  	 	
                    Payment
                      of Taxes

                  	 	 	
                    50

                  	 


          

           

          
            (iii)

          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
 

          
            	 	
                    10.11

                  	 	
                    Further
                      Assurances

                  	 	 	
                    50

                  	 
	 	
                    10.12

                  	 	
                    Deposit
                      of Earnings

                  	 	 	
                    51

                  	 
	 	
                    10.13

                  	 	
                    Ownership
                      of Subsidiaries

                  	 	 	
                    51

                  	 
	 	
                    10.14

                  	 	
                    Flag
                      of Mortgaged Vessels; Vessel Classifications

                  	 	 	
                    51

                  	 
	 	
                    10.15

                  	 	
                    Consent
                      to Assignment of Charters

                  	 	 	
                    52

                  	 
	 	
                    10.16

                  	 	
                    Age
                      of Additional Vessels

                  	 	 	
                    52

                  	 
	 	
                    10.17

                  	 	
                    Existing
                      Credit Agreement

                  	 	 	
                    52

                  	 
	 	 	 	 	 	 	 
	
                    SECTION
                      11.

                  	 	
                    NEGATIVE
                      COVENANTS

                  	 	 	
                    52

                  	 
	 	
                    11.01

                  	 	
                    Liens

                  	 	 	
                    52

                  	 
	 	
                    11.02

                  	 	
                    Consolidation,
                      Merger, Sale of Assets, etc

                  	 	 	
                    53

                  	 
	 	
                    11.03

                  	 	
                    Dividends

                  	 	 	
                    55

                  	 
	 	
                    11.04

                  	 	
                    Indebtedness

                  	 	 	
                    56

                  	 
	 	
                    11.05

                  	 	
                    Advances,
                      Investments and Loans

                  	 	 	
                    56

                  	 
	 	
                    11.06

                  	 	
                    Transactions
                      with Affiliates

                  	 	 	
                    57

                  	 
	 	
                    11.07

                  	 	
                    Consolidated
                      Interest Coverage Ratio

                  	 	 	
                    58

                  	 
	 	
                    11.08

                  	 	
                    Maximum
                      Leverage Ratio

                  	 	 	
                    58

                  	 
	 	
                    11.09

                  	 	
                    Collateral
                      Maintenance

                  	 	 	
                    58

                  	 
	 	
                    11.10

                  	 	
                    Minimum
                      Cash Balance

                  	 	 	
                    58

                  	 
	 	
                    11.11

                  	 	
                    Minimum
                      Consolidated Net Worth

                  	 	 	
                    58

                  	 
	 	
                    11.12

                  	 	
                    Limitation
                      on Modifications of Certificate of Incorporation and By-Laws;
                      etc

                  	 	 	
                    58

                  	 
	 	
                    11.13

                  	 	
                    Limitation
                      on Certain Restrictions on Subsidiaries

                  	 	 	
                    59

                  	 
	 	
                    11.14

                  	 	
                    Limitation
                      on Issuance of Capital Stock

                  	 	 	
                    59

                  	 
	 	
                    11.15

                  	 	
                    Business

                  	 	 	
                    59

                  	 
	 	
                    11.16

                  	 	
                    Bank
                      Accounts

                  	 	 	
                    60

                  	 
	 	 	 	 	 	 	 
	
                    SECTION
                      12.

                  	 	
                    EVENTS
                      OF DEFAULT

                  	 	 	
                    60

                  	 
	 	
                    12.01

                  	 	
                    Payments

                  	 	 	
                    60

                  	 
	 	
                    12.02

                  	 	
                    Representations,
                      etc

                  	 	 	
                    60

                  	 
	 	
                    12.03

                  	 	
                    Covenants

                  	 	 	
                    60

                  	 
	 	
                    12.04

                  	 	
                    Default
                      Under Other Agreements

                  	 	 	
                    60

                  	 
	 	
                    12.05

                  	 	
                    Bankruptcy,
                      etc

                  	 	 	
                    61

                  	 
	 	
                    12.06

                  	 	
                    ERISA

                  	 	 	
                    61

                  	 
	 	
                    12.07

                  	 	
                    Security
                      Documents

                  	 	 	
                    62

                  	 
	 	
                    12.08

                  	 	
                    Guaranty

                  	 	 	
                    62

                  	 
	 	
                    12.09

                  	 	
                    Judgments

                  	 	 	
                    62

                  	 
	 	
                    12.10

                  	 	
                    Change
                      of Control

                  	 	 	
                    62

                  	 
	 	 	 	 	 	 	 
	
                    SECTION
                      13.

                  	 	
                    DEFINITIONS
                      AND ACCOUNTING TERMS

                  	 	 	
                    63

                  	 
	 	
                    13.01

                  	 	
                    Defined
                      Terms

                  	 	 	
                    63

                  	 


          

           

           

          
            (iv)

          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
 

          
            	
                     

                  	 	 	 	 	 	 
	
                    SECTION
                      14.

                  	 	
                    AGENCY
                      AND SECURITY TRUSTEE PROVISIONS

                  	 	 	
                    87

                  	 
	 	
                    14.01

                  	 	
                    Appointment

                  	 	 	
                    87

                  	 
	 	
                    14.02

                  	 	
                    Nature
                      of Duties

                  	 	 	
                    87

                  	 
	 	
                    14.03

                  	 	
                    Lack
                      of Reliance on the Agents

                  	 	 	
                    88

                  	 
	 	
                    14.04

                  	 	
                    Certain
                      Rights of the Agents

                  	 	 	
                    88

                  	 
	 	
                    14.05

                  	 	
                    Reliance

                  	 	 	
                    88

                  	 
	 	
                    14.06

                  	 	
                    Indemnification

                  	 	 	
                    88

                  	 
	 	
                    14.07

                  	 	
                    The
                      Administrative Agent in its Individual Capacity

                  	 	 	
                    89

                  	 
	 	
                    14.08

                  	 	
                    Holders

                  	 	 	
                    89

                  	 
	 	
                    14.09

                  	 	
                    Resignation
                      by the Administrative Agent

                  	 	 	
                    89

                  	 
	 	 	 	 	 	 	 
	
                    SECTION
                      15.

                  	 	
                    MISCELLANEOUS

                  	 	 	
                    90

                  	 
	 	
                    15.01

                  	 	
                    Payment
                      of Expenses, etc

                  	 	 	
                    90

                  	 
	 	
                    15.02

                  	 	
                    Right
                      of Setoff

                  	 	 	
                    91

                  	 
	 	
                    15.03

                  	 	
                    Notices

                  	 	 	
                    91

                  	 
	 	
                    15.04

                  	 	
                    Benefit
                      of Agreement

                  	 	 	
                    91

                  	 
	 	
                    15.05

                  	 	
                    No
                      Waiver; Remedies Cumulative

                  	 	 	
                    93

                  	 
	 	
                    15.06

                  	 	
                    Payments
                      Pro Rata

                  	 	 	
                    93

                  	 
	 	
                    15.07

                  	 	
                    Calculations;
                      Computations

                  	 	 	
                    94

                  	 
	 	
                    15.08

                  	 	
                    GOVERNING
                      LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY
                      TRIAL

                  	 	 	
                    94

                  	 
	 	
                    15.09

                  	 	
                    Counterparts

                  	 	 	
                    95

                  	 
	 	
                    15.10

                  	 	
                    Effectiveness

                  	 	 	
                    95

                  	 
	 	
                    15.11

                  	 	
                    Headings
                      Descriptive

                  	 	 	
                    96

                  	 
	 	
                    15.12

                  	 	
                    Amendment
                      or Waiver; etc

                  	 	 	
                    96

                  	 
	 	
                    15.13

                  	 	
                    Survival

                  	 	 	
                    97

                  	 
	 	
                    15.14

                  	 	
                    Domicile
                      of Loans

                  	 	 	
                    97

                  	 
	 	
                    15.15

                  	 	
                    Limitation
                      on Additional Amounts, etc

                  	 	 	
                    97

                  	 
	 	
                    15.16

                  	 	
                    Confidentiality

                  	 	 	
                    98

                  	 
	 	
                    15.17

                  	 	
                    Register

                  	 	 	
                    98

                  	 
	 	
                    15.18

                  	 	
                    Judgment
                      Currency

                  	 	 	
                    99

                  	 
	 	
                    15.19

                  	 	
                    Language

                  	 	 	
                    99

                  	 
	 	
                    15.20

                  	 	
                    Waiver
                      of Immunity

                  	 	 	
                    99

                  	 
	 	
                    15.21

                  	 	
                    USA
                      PATRIOT Act Notice

                  	 	 	
                    100

                  	 


          

           

           

          
            (v)

          

          
 

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

       

       SCHEDULE
        I               -     
The
        Lenders
        and the Commitments

       SCHEDULE
        II             
-     
The
        Lenders’
Addresses

       SCHEDULE
        III                                    
-     
Subsidiary Guarantors
        and Existing Vessels

       SCHEDULE
        IV                                    
-     
Subsidiary Guarantors
        and Capesize Vessels

       SCHEDULE
        V                  Indebtedness

       SCHEDULE
        VI                                    
-     
Insurance

       SCHEDULE
        VII                                   
-     
ERISA

       SCHEDULE
        VIII                                  
-     
Subsidiaries

       SCHEDULE
        IX                                     -      Approved
        Classification Societies

       

      
        	
                 

              	
                EXHIBIT
                  A

              	
                -

              	
                Form
                  of Notice of Borrowing

              


      

      
        	 	 	 	 


        	
                 

              	
                EXHIBIT
                  B

              	
                -

              	
                Form
                  of Note

              


      

      
        	 	 	 	 


        	
                 

              	
                EXHIBIT
                  C-1

              	
                -

              	
                Form
                  of Opinion of Kramer Levin Naftalis & Frankel LLP, New York counsel to
                  the Borrower and its Subsidiaries

              


        	 	 	 	 


        	 	EXHIBIT
                C-2 	- 	Form
                of Opinion of Reeder & Simpson, special Marshall Islands counsel to
                the Borrower and its Subsidiaries 


      

       

      
        	
                 

              	
                EXHIBIT
                  C-3

              	
                -

              	
                Form
                  of Opinion of Constantine P. Georgiopoulos, New York
                  maritime counsel to Borrower and its
                  Subsidiaries

              


      

      
        	 	 	 	 


        	
                 

              	
                EXHIBIT
                  C-4

              	
                -

              	
                Form
                  of Opinion of Johnson Stokes & Master, Hong Kong counsel to the
                  Administrative Agent

              


        	 	 	 	 


        	 	EXHIBIT
                D	- 	Form
                of Officer's Certificate 


      

       

      
        	 	EXHIBIT
                E 	- 	Form
                of Guaranty 


        	 	 	 	 


        	
                 

              	
                EXHIBIT
                  F

              	
                -

              	
                Form
                  of Pledge Agreement

              


      

      
        	 	 	 	 


        	
                 

              	
                EXHIBIT
                  G

              	
                -

              	
                Form
                  of Solvency Certificate

              


      

      
        	 	 	 	 


        	
                 

              	
                EXHIBIT
                  H-1

              	
                -

              	
                Form
                  of Assignment of Earnings

              


      

      
        	 	 	 	 


        	
                 

              	
                EXHIBIT
                  H-2

              	
                -

              	
                Form
                  of Assignment of Insurances

              


      

      
        	 	 	 	 


        	
                 

              	
                EXHIBIT
                  I

              	
                -

              	
                Form
                  of Compliance Certificate

              


      

      
        	 	 	 	 


        	
                 

              	
                EXHIBIT
                  J

              	
                -

              	
                Form
                  of Subordination Provisions

              


      

      
        	 	 	 	 


        	
                 

              	
                EXHIBIT
                  K

              	
                -

              	
                Form
                  of Assignment and Assumption
                  Agreement

              


      

      
        	 	 	 	 


        	
                 

              	
                EXHIBIT
                  L-1

              	
                -

              	
                Form
                  of Hong Kong Vessel Mortgage

              


      

      
        	 	 	 	 


        	
                 

              	
                EXHIBIT
                  L-2

              	
                -

              	
                Form
                  of Marshall Islands Vessel Mortgage

              


      

      
        	 	 	 	 


        	
                 

              	
                EXHIBIT
                  M

              	
                -

              	
                Form
                  of Letter of Credit Request

              


        	 	 	 	 


        	 	EXHIBIT
                N 	 	Form
                of Assignment of Purchase Contracts 


        	 	 	 	 


        	 	EXHIBIT
                O 	 	Form
                of Assignment of Construction Contracts and Refund
                Guarantees 


      

        

       

      
        (vi)

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


      THIS
        SENIOR SECURED REVOLVING CREDIT AGREEMENT (this “Credit Agreement”), is made as
        of July 20, 2007, by and among (1) GENCO SHIPPING & TRADING LIMITED, a
        corporation organized and existing under the laws of the Republic of Marshall
        Islands (the “Borrower”), (2) the banks and financial institutions
        acceptable to the Borrower and Mandated Lead Arranger (as defined below)
        listed
        in Schedule I of this Credit Agreement, as lenders (the “Lenders”), and (3) DnB
        NOR BANK ASA, acting through its New York branch (“DnB”) as
        Administrative Agent (in such capacity, the “Administrative Agent”),
        mandated lead arranger (in such capacity, the “Mandated Lead Arranger”),
        as bookrunner (in such capacity, the “Bookrunner”), as security trustee
        and as collateral agent under the Security Documents (in such capacity, the
        “Collateral Agent”).  All capitalized terms used herein and
        defined in Section 11 are used herein as therein defined.

       

      W
        I T
        N E S S E T H:

       

      WHEREAS,
        the Borrower desires to finance the purchase price of up to One Billion One
        Hundred Eleven Million United States Dollars (US$1,111,000,000) for the
        acquisition of nine (9) modern dry-bulk capesize vessels (two such vessels
        having been built and completed in 2007 and the remaining seven newbuildings
        estimated to be delivered between October  2007 and
        September  2009)(together, the “Capesize Vessels”) as listed in
        Schedule IV, including any initial deposit (the “Capesize Vessel Deposit”)
        required pursuant to the relevant Purchase Contract (as defined in Section
        13.01
        herein) between the Borrower and the relevant Seller of any Capesize
        Vessel;

       

      WHEREAS,
        the Borrower further desires to refinance the outstanding balance under that
        certain revolving credit facility agreement dated as of July 15, 2005 (as
        amended, the “Existing Credit Agreement”), by and among (1) the Borrower,
        (2) the Lenders party thereto from time to time as listed on Schedule I thereto,
        (3) DnB, Nordea Bank Finland Plc, New York Branch (“Nordea”) and Citibank
        Global Markets Ltd. (“Citibank”), as Joint Lead Arrangers, (4) Nordea and
        Citibank, as Joint Book Runners and (5) DnB, as Administrative Agent and
        Collateral Agent, pursuant to which the Lenders provided a revolving credit
        facility in the amount of up to Five Hundred Fifty Million United States
        Dollars
        (US$550,000,000)(the “Existing Credit Facility”);

       

      WHEREAS,
        the Borrower additionally desires to refinance the outstanding balance under
        that certain revolving credit facility evidenced by the promissory note dated
        as
        of May 3, 2007 (the “Revolving Credit Agreement”), by and among (1) the
        Borrower, (2) the banks and financial institutions listed on Schedule 1 thereto,
        and (3) DnB NOR BANK ASA, acting through its Grand Cayman Branch, as
        administrative agent and security trustee for the Lenders, pursuant to which
        the
        Lenders provided a loan to the Borrower in the principal amount of One Hundred
        Fifty Five Million United States Dollars ($155,000,000) (the “Revolving
        Credit Facility”);

       

      WHEREAS,
        the Borrower additionally desires to finance up to Fifty Million United States
        Dollars (US$50,000,000) in working capital, provide for the issuance of up
        to
        Fifty Million United States Dollars (US$50,000,000) in the form of standby
        letters of credit, as well as the acquisition of Additional Vessels and any
        initial deposit or Pre-Delivery Installment required for acquisition of such
        Additional Vessels; and

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      WHEREAS,
        subject to and upon the terms and conditions herein set forth, the Lenders
        are
        willing to make available to the Borrower a credit facility (the “Facility”) in
        an amount (the “Total Facility Amount”) not to exceed One Billion Three
        Hundred Seventy Seven Million United States Dollars
        (US$1,377,000,000);

       

      NOW,
        THEREFORE, IT IS AGREED:

       

      SECTION
        1.  Amount
        and Terms of Credit Facilities.

       

      1.01  The
        Commitments.  Subject to and upon the terms and conditions set
        forth herein, each Lender with a Commitment severally agrees to make at any
        time
        on or after the Effective Date and prior to the Maturity Date a revolving
        loan
        or revolving loans (each, a “Loan” and, collectively, the “Loans”)
        to the Borrower, which Loans (i) shall bear interest in accordance with
        Section 1.07, (ii) shall be denominated in Dollars, (iii) may be
        repaid and reborrowed in accordance with the provisions hereof, (iv) shall
        not exceed for any Lender at any time that aggregate principal amount
        outstanding which, when added to the amount of such Lender’s Percentage of all
        Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid
        with the proceeds of, and simultaneously with the incurrence of, the respective
        incurrence of Loans) at such time, equals the Commitment of such Lender at
        such
        time and (v) shall not exceed for all Lenders at any time that aggregate
        principal amount outstanding which, when added to the amount of all Letter
        of
        Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the
        proceeds of, and simultaneously with the incurrence of, the respective
        incurrence of Loans) at such time, equals the Total Commitment at such time;
        provided that on the Effective Date the Lenders’ Commitment shall
        not exceed One Hundred Eighty Five Million United States Dollars
        (US$185,000,000) and further provided that the Lenders’
Commitment shall not exceed sixty percent (60%) of
        the Total Facility Amount
        until the earlier of (i) the completion of secondary syndication of the Facility
        Amount or (ii) September 30, 2007.

       

      1.02  Minimum
        Amount of Each Borrowing; Limitation on Number of
        Borrowings.  (a)  The aggregate principal amount of each
        Borrowing of Loans shall not be less than the Minimum Borrowing
        Amount.

       

      (b)  More
        than
        one Borrowing may occur on the same date, but at no time shall there be
        outstanding more than fifteen Borrowings of Loans subject to different Interest
        Periods in the aggregate at any time.

       

      1.03  Notice
        of Borrowing.  (a)  Whenever the Borrower desires to
        make a Borrowing hereunder, it shall give the Administrative Agent at its
        Notice
        Office at least three Business Days’ prior written notice of each Loan to be
        made hereunder, provided that any such notice shall be deemed to have been
        given
        on a certain day only if given before 4:00 P.M. (New York time).  Each
        such written notice (each a “Notice of Borrowing”), except as otherwise
        expressly provided in Section 1.09, shall be irrevocable and shall be given
        by
        the Borrower in the form of Exhibit A, appropriately completed to specify
        (i) the aggregate principal amount of the Loans to be made pursuant to such
        Borrowing, (ii) the date of such Borrowing (which shall be a Business Day),
        (iii) the initial Interest Period to be applicable thereto, (iv) the
        use of the proceeds of the Loans made pursuant to such Borrowing, and
        (v) to which account the proceeds of such Loans are to be
        deposited.  The Administrative Agent shall promptly give each Lender
        notice of

       

       

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

      such
        proposed Borrowing, of such Lender’s proportionate share thereof and of the
        other matters required by the immediately preceding sentence to be specified
        in
        the Notice of Borrowing.

       

      (b)  Without
        in any way limiting the obligation of the Borrower to deliver a written Notice
        of Borrowing in accordance with Section 1.03(a), the Administrative Agent
        may
        act without liability upon the basis of telephonic notice of such Borrowing,
        believed by the Administrative Agent in good faith to be from an Authorized
        Officer of the Borrower prior to receipt of Notice of Borrowing.  In
        each such case, the Borrower hereby waives the right to dispute the
        Administrative Agent’s record of the terms of such telephonic notice of such
        Borrowing of Loans, absent manifest error.

       

      1.04  Disbursement
        of Funds.  Except as otherwise specifically provided in the
        immediately succeeding sentence, no later than 12:00 Noon (New York time)
        on the date specified in each Notice of Borrowing, each Lender will make
        available its pro rata portion of each such Borrowing requested to
        be made on such date.  All such amounts shall be made available in
        Dollars and in immediately available funds at the Payment Office of the
        Administrative Agent and the Administrative Agent will make available to
        the
        Borrower (prior to 1:00 P.M. (New York Time) on such day to the extent of
        funds
        actually received by the Administrative Agent prior to 12:00 Noon (New York
        Time) on such day) at the Payment Office, in the account specified in the
        applicable Notice of Borrowing, the aggregate of the amounts so made available
        by the Lenders.  Unless the Administrative Agent shall have been
        notified by any Lender prior to the date of Borrowing that such Lender does
        not
        intend to make available to the Administrative Agent such Lender’s portion of
        any Borrowing to be made on such date, the Administrative Agent may assume
        that
        such Lender has made such amount available to the Administrative Agent on
        such
        date of Borrowing and the Administrative Agent may, in reliance upon such
        assumption, make available to the Borrower a corresponding amount.  If
        such corresponding amount is not in fact made available to the Administrative
        Agent by such Lender, the Administrative Agent shall be entitled to recover
        such
        corresponding amount on demand from such Lender.  If such Lender does
        not pay such corresponding amount forthwith upon the Administrative Agent’s
        demand therefore, the Administrative Agent shall promptly notify the Borrower
        and the Borrower shall immediately pay such corresponding amount to the
        Administrative Agent.  The Administrative Agent shall also be entitled
        to recover on demand from such Lender or the Borrower, as the case may be,
        interest on such corresponding amount in respect of each day from the date
        such
        corresponding amount was made available by the Administrative Agent to the
        Borrower until the date such corresponding amount is recovered by the
        Administrative Agent, at a rate per annum equal to (i) if recovered from
        such Lender, at the overnight Federal Funds Rate and (ii) if recovered from
        the Borrower, the rate of interest applicable to the respective Borrowing,
        as
        determined pursuant to Section 1.07.  

       

      1.05  Notes.  (a)  The
        Borrower’s obligation to pay the principal of, and interest on, the Loans made
        by each Lender shall, if requested by such Lender, be evidenced by a promissory
        note duly executed and delivered by the Borrower substantially in the form
        of
        Exhibit B with blanks appropriately completed in conformity herewith (each
        a
“Note” and, collectively, the “Notes”).

       

      (b)  Each
        Note
        shall (i) be executed by the Borrower, (ii) be payable to the order of
        such Lender and be dated the Effective Date (or, in the case of Notes issued
        after the Effective Date, be dated the date of issuance thereof), (iii) be
        in a stated principal amount equal to the Commitment of such Lender on the
        Effective Date (or, in the case of Notes issued after the

       

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

       

       

      Effective
        Date, be in a stated principal amount equal to the Commitment of such Lender
        on
        the date of the issuance thereof) and be payable in the principal amount
        of the
        Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear
        interest as provided in Section 1.07, (vi) be subject to voluntary
        prepayment and mandatory repayment as provided in Sections 4.01 and 4.02
        and
        (vii) be entitled to the benefits of this Agreement and the other Credit
        Documents.

       

      (c)  Each
        Lender will note on its internal records the amount of each Loan made by
        it and
        each payment in respect thereof and will, prior to any transfer of any of
        its
        Notes, endorse on the reverse side thereof the outstanding principal amount
        of
        Loans evidenced thereby which notation shall be prima facie evidence of
        the amount of the Loans.  However, failure to make any such notation
        or any error in any such notation or endorsement shall not affect the Borrower’s
        obligations in respect of such Loans.

       

      (d)  Notwithstanding
        anything to the contrary contained above in this Section 1.05 or elsewhere
        in
        this Agreement, Notes shall be delivered only to Lenders that at any time
        specifically request the delivery of such Notes.  No failure of any
        Lender to request or obtain a Note evidencing its Loans to the Borrower shall
        affect or in any manner impair the obligations of the Borrower to pay the
        Loans
        (and all related Obligations) incurred by the Borrower that would otherwise
        be
        evidenced thereby in accordance with the requirements of this Agreement,
        and
        shall not in any way affect the security or guaranties therefore provided
        pursuant to the Credit Documents.  Any Lender that does not have a
        Note evidencing its outstanding Loans shall in no event be required to make
        the
        notations otherwise described in preceding clause (c).  At any time
        (including, without limitation, to replace any Note that has been destroyed
        or
        lost) when any Lender requests the delivery of a Note to evidence any of
        its
        Loans, the Borrower shall promptly execute and deliver to such Lender the
        requested Note in the appropriate amount or amounts to evidence such Loans
        provided that, in the case of a substitute or replacement Note, the Borrower
        shall have received from such requesting Lender (i) an affidavit of loss or
        destruction and (ii) a customary lost/destroyed Note indemnity, in each
        case in form and substance reasonably acceptable to the Borrower and such
        requesting Lender, and duly executed by such requesting Lender.

       

      1.06  Pro
        Rata Borrowings.  All Borrowings of Loans under this Agreement
        shall be incurred from the Lenders pro rata on the basis of their
        Commitments.  It is understood that no Lender shall be responsible for
        any default by any other Lender of its obligation to make Loans hereunder
        and
        that each Lender shall be obligated to make the Loans provided to be made
        by it
        hereunder, regardless of the failure of any other Lender to make its Loans
        hereunder.

       

      1.07  Interest.  (a)  The
        Borrower agrees to pay interest in respect of the unpaid principal amount
        of
        each Loan from the date the proceeds thereof are made available to the Borrower
        until such Loan is paid in full at a rate per annum which shall, during each
        Interest Period applicable thereto, be equal to the sum of the Applicable
        Margin
        plus the LIBOR for such Interest Period.

       

      (b)  Overdue
        principal and, to the extent permitted by law, overdue interest in respect
        of
        each Loan and any other overdue amount payable hereunder shall, in each case,
        bear

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

       

      interest
        at a rate per annum equal to 2% per annum in excess of the rate then borne
        by
        such Loans (or, if such overdue amount is not interest or principal in respect
        of a Loan, 2.50% per annum in excess of the Base Rate as in effect from time
        to
        time), in each case with such interest to be payable on demand.

       

      (c)  Accrued
        and unpaid interest shall be payable in respect of each Loan, on the last
        day of
        each Interest Period applicable thereto and, in the case of an Interest Period
        in excess of three months, on each date occurring at three month intervals
        after
        the first day of such Interest Period, on any repayment or prepayment (on
        the
        amount repaid or prepaid), at maturity (whether by acceleration or otherwise)
        and, after such maturity, on demand.

       

      (d)  Upon
        each
        Interest Determination Date, the Administrative Agent shall determine LIBOR
        for
        each Interest Period applicable to the Loans to be made pursuant to the
        applicable Borrowing and shall promptly notify the Borrower and the Lenders
        thereof.  Each such determination shall, absent manifest error, be
        final and conclusive and binding on all parties hereto.

       

      1.08  Interest
        Periods.  At the time the Borrower gives any Notice of Borrowing
        in respect of the making of any Loan (in the case of the initial Interest
        Period
        applicable thereto) or on the third Business Day prior to the expiration
        of an
        Interest Period applicable to such Loan (in the case of any subsequent Interest
        Period) (provided that any such notice shall be deemed to be given on a certain
        day only if given before 11:00 A.M. (New York time)), it shall have the right
        to
        elect, by giving the Administrative Agent notice thereof, the interest period
        (each an “Interest Period”) applicable to such Loan, which Interest
        Period shall, at the option of the Borrower, be a one, three, six or, to
        the
        extent available and agreed by all Lenders, nine or twelve month period and
        such other
        period of less than 30 days; provided that any Interest Period selected pursuant
        to this clause shall be approved by the Administrative Agent in its reasonable
        discretion and that:

       

      (i)  all
        Loans
        comprising a Borrowing shall at all times have the same Interest
        Period;

       

      (ii)  the
        initial Interest Period for any Loan shall commence on the date of Borrowing
        of
        such Loan and each Interest Period occurring thereafter in respect of such
        Loan
        shall commence on the day on which the immediately preceding Interest Period
        applicable thereto expires;

       

      (iii)  if
        any
        Interest Period relating to a Loan begins on a day for which there is no
        numerically corresponding day in the calendar month at the end of such Interest
        Period, such Interest Period shall end on the last Business Day of such calendar
        month;

       

      (iv)  if
        any
        Interest Period would otherwise expire on a day which is not a Business Day,
        such Interest Period shall expire on the first succeeding Business Day;
        provided, however, that if any Interest Period for a Loan would otherwise
        expire
        on a day which is not a Business Day but is a day of the month after which
        no
        further Business Day occurs in such month, such Interest Period shall expire
        on
        the immediately preceding Business Day;

       

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

       

      (v)  no
        Interest Period longer than one month may be selected at any time when an
        Event
        of Default (or, if the Administrative Agent or the Required Lenders have
        determined that such an election at such time would be disadvantageous to
        the
        Lenders, a Default) has occurred and is continuing;

       

      (vi)  no
        Interest Period in respect of any Borrowing of any Loans shall be selected
        which
        extends beyond the Maturity Date;

       

      (vii)  no
        Interest Period in respect of any Borrowing of Loans shall be selected which
        extends beyond any date upon which a mandatory repayment of Loans will be
        required to be made under Section 4.02(a) as a result of a reduction to the
        Total Commitment pursuant to Section 3.03(b) if the aggregate principal amount
        of Loans which have Interest Periods which will expire after such date will
        be
        in excess of the aggregate principal amount of Loans then outstanding less
        the
        aggregate amount of such required repayment on such date; and

       

      (viii)  the
        selection of Interest Periods shall be subject to the provisions of Section
        1.02(b).

       

      If
        by
        11:00 A.M. (New York time) on the third Business Day prior to the expiration
        of
        any Interest Period applicable to a Borrowing, the Borrower has failed to
        elect
        a new Interest Period to be applicable to such Loans as provided above, the
        Borrower shall be deemed to have elected a one month Interest Period to be
        applicable to such Loans effective as of the expiration date of such current
        Interest Period.

       

      1.09  Increased
        Costs, Illegality, etc.  (a)  In the event that any
        Lender shall have determined in good faith (which determination shall, absent
        manifest error, be final and conclusive and binding upon all parties hereto
        but,
        with respect to clause (i) below, may be made only by the Administrative
        Agent):

       

      (i)  on
        any
        Interest Determination Date that, by reason of any changes arising after
        the
        date of this Agreement affecting the London interbank market, adequate and
        fair
        means do not exist for ascertaining the applicable interest rate on the basis
        provided for in the definition of LIBOR; or

       

      (ii)  at
        any
        time, that such Lender shall incur increased costs or reductions in the amounts
        received or receivable hereunder with respect to any Loan because of
        (x) any change since the Effective Date in any applicable law or
        governmental rule, regulation, order, guideline or request (whether or not
        having the force of law) or in the interpretation or administration thereof
        and
        including the introduction of any new law or governmental rule, regulation,
        order, guideline or request, such as, for example, but not limited
        to:  (A) a change in the basis of taxation of payment to any
        Lender of the principal of or interest on such Loan or any other amounts
        payable
        hereunder (except for changes in the rate of tax on, or determined by reference
        to, the net income, gross receipts or net profits of such Lender, or any
        franchise tax based on net income, net profits or net worth of such Lender,
        in
        each case pursuant to the laws of the jurisdiction in which such Lender is
        organized or in which such Lender’s principal office or applicable lending
        office is located or any subdivision thereof or

       

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

       

       

      therein),
        but without duplication of any amounts payable in respect of Taxes pursuant
        to
        Section 4.04, or (B) a change in official reserve requirements but, in all
        events, excluding reserves required under Regulation D to the extent included
        in
        the computation of the LIBOR and/or (y) other circumstances arising since
        the Effective Date affecting such Lender or the London interbank market for
        Dollars or the position of such Lender in such market; or

       

      (iii)  at
        any
        time, that the making or continuance of any Loan has been made (x) unlawful
        by any law or governmental rule, regulation or order, (y) impossible by
        compliance by any Lender in good faith with any governmental request (whether
        or
        not having force of law) and/or (z) impracticable as a result of a
        contingency occurring after the Effective Date which materially and adversely
        affects the London interbank  market for Dollars;

       

      then,
        and
        in any such event, such Lender (or the Administrative Agent, in the case
        of
        clause (i) above) shall promptly give notice (by telephone confirmed in
        writing) to the Borrower and, except in the case of clause (i) above, to
        the Administrative Agent of such determination (which notice the Administrative
        Agent shall promptly transmit to each of the Lenders).  Thereafter
        (x) in the case of clause (i) above, any Notice of Borrowing given by
        the Borrower with respect to any affected Loans which have not yet been incurred
        shall be deemed rescinded by the Borrower and the Total Commitment shall
        thereafter not be available to be borrowed hereunder, and the rate of interest
        applicable to any affected Loans then outstanding shall be the Base Rate,
        as in
        effect from time to time, from the date such notice is delivered to the Borrower
        and thereafter until such time as the Administrative Agent notifies the Borrower
        and the Lenders that the circumstances giving rise to such notice by the
        Administrative Agent no longer exist, (y) in the case of clause
        (ii) above, the Borrower agrees, subject to the provisions of Section 1.11
        and Section 15.15 (to the extent applicable), to pay to such Lender, upon
        written demand therefore such additional amounts (in the form of an increased
        rate of, or a different method of calculating, interest or otherwise as such
        Lender in its reasonable good faith discretion shall determine) as shall
        be
        required to compensate such Lender for such increased costs or reductions
        in
        amounts received or receivable hereunder (a written notice as to the additional
        amounts owed to such Lender, showing in reasonable detail the basis for and
        the
        calculation thereof, submitted to the Borrower by such Lender in good faith
        shall, absent manifest error, be final and conclusive and binding on all
        the
        parties hereto) and (z) in the case of clause (iii) above, and subject
        to Section 1.11, such Lender shall so notify the Administrative Agent and
        the
        Borrower (and the Administrative Agent shall promptly give notice thereof
        to the
        other Lenders) and thereafter (A) except in the case of an event of the
        type described in clause (iii)(z) above, the Commitment of such Lender
        shall be permanently reduced by an amount sufficient to alleviate such
        circumstance arising pursuant to clause (iii)(x) or (y) above, or
        shall be terminated in its entirety if all of such Lender’s Loans are so
        affected, and the Borrower shall prepay in full the affected Loans of such
        Lender, together with accrued interest thereon and, in the event of a
        termination of such Lender’s Commitment, any Commitment Commission which may be
        due to such Lender under this Agreement (and, in the event all of such Lender’s
        Loans are being repaid, any other amounts which may be owing to such Lender
        hereunder (including, without limitation, any accrued and unpaid interest)),
        on
        either the last day of the then current Interest Period applicable to each
        such
        affected Loan (if such Lender may lawfully continue to maintain and fund
        such
        Loans) or immediately (if such Lender may not lawfully continue to maintain
        and
        fund such Loans to such day) and (B) in the case of an event of the type
        described in clause (iii)(z) above, 

       

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

       

      the
        Commitment of such Lender shall be terminated in its entirety and the Borrower
        shall pay to such Lender any accrued and unpaid Commitment Commission which
        may
        be due to such Lender under this Agreement, and all outstanding Loans of
        such
        Lender shall, from the date such notice is delivered to the Borrower and
        thereafter until such time as the Administrative Agent or such Lender shall
        notify the Borrower that the circumstances giving rise to the operation of
        clause (iii)(z) above with respect to such Lender no longer
        exist.  The Administrative Agent and each Lender (to the extent it
        continues to be a Lender hereunder) agree that if any of them gives notice
        to
        the Borrower of any of the events described in clause (i) or (iii) above,
        it
        shall promptly notify the Borrower and, in the case of any such Lender, the
        Administrative Agent, if such event ceases to exist.  If any such
        event described in clause (iii) above ceases to exist as to a Lender (to
        the extent it continues at such time to be a Lender hereunder), the obligations
        of such Lender to make Loans on the terms and conditions contained herein
        shall
        to the extent of such Lender’s outstanding Loans and Commitments as in effect at
        such time, be immediately reinstated.

       

      (b)  If
        any
        Lender in good faith determines that after the Effective Date the introduction
        of or effectiveness of or any change in any applicable law or governmental
        rule,
        regulation, order, guideline, directive or request (whether or not having
        the
        force of law) concerning capital adequacy, or any change in interpretation
        or
        administration thereof by the NAIC or any governmental authority, central
        bank
        or comparable agency will have the effect of increasing the amount of capital
        required or requested to be maintained by such Lender, or any corporation
        controlling such Lender, based on the existence of such Lender’s Commitments
        hereunder or its obligations hereunder, then the Borrower agrees, subject
        to the
        provisions of Section 15.15 (to the extent applicable), to pay to such Lender,
        upon its written demand therefore, such additional amounts as shall be required
        to compensate such Lender or such other corporation for the increased cost
        to
        such Lender or such other corporation or the reduction in the rate of return
        to
        such Lender or such other corporation as a result of such increase of
        capital.  In determining such additional amounts, each Lender will act
        reasonably and in good faith and will use averaging and attribution methods
        which are reasonable, providedthat such Lender’s determination of
        compensation owing under this Section 1.09(b) shall, absent manifest error,
        but
        subject to the provisions of Section 15.15 (to the extent applicable), be
        final
        and conclusive and binding on all the parties hereto.  Each Lender,
        upon determining that any additional amounts will be payable pursuant to
        this
        Section 1.09(b), will give prompt written notice thereof to the Borrower,
        which
        notice shall show in reasonable detail the basis for and calculation of such
        additional amounts.

       

      1.10  Compensation.  The
        Borrower agrees, subject to the provisions of Section 15.15 (to the extent
        applicable), to compensate each Lender, upon its written request (which request
        shall set forth in reasonable detail the basis for requesting and the
        calculation of such compensation), for all reasonable losses, expenses and
        liabilities (including, without limitation, any such loss, expense or liability
        incurred by reason of the liquidation or reemployment of deposits or other
        funds
        required by such Lender to fund its Loans but excluding any loss of anticipated
        profits) which such Lender may sustain in respect of Loans made to the
        Borrower:  (i) if for any reason (other than a default by such
        Lender or the Administrative Agent) a Borrowing of Loans does not occur on
        a
        date specified therefore in a Notice of Borrowing (whether or not withdrawn
        by
        the Borrower or deemed withdrawn pursuant to Section 1.09(a)); (ii) if any
        prepayment or repayment (including any prepayment or repayment made pursuant
        to
        Section 1.09(a), Section 4.01 or Section 4.02 or as a result of an acceleration
        of the Loans

       

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

       

       

      pursuant
        to Section 12) of any of its Loans, or assignment of its Loans pursuant to
        Section 1.12, occurs on a date which is not the last day of an Interest Period
        with respect thereto; (iii) if any prepayment of any of its Loans is not
        made on any date specified in a notice of prepayment given by the Borrower;
        or
        (iv) as a consequence of any other Default or Event of Default arising as a
        result of the Borrower’s failure to repay Loans or make payment on any Note held
        by such Lender when required by the terms of this Agreement.

       

      1.11  Change
        of Lending Office.  Each Lender agrees that on the occurrence of
        any event giving rise to the operation of Section 1.09(a)(ii) or (iii),
        Section 1.09(b), Section 2.05 or Section 4.04 with respect to such
        Lender, it will, if requested by the Borrower, use reasonable good faith
        efforts
        (subject to overall policy considerations of such Lender) to designate another
        lending office for any Loans or Letters of Credit affected by such event,
        provided that such designation is made on such terms that such
        Lender and its lending office suffer no economic, legal or regulatory
        disadvantage, with the object of avoiding the consequence of the event giving
        rise to the operation of such Section.  Nothing in this
        Section 1.11 shall affect or postpone any of the obligations of the
        Borrower or the rights of any Lender provided in Section 1.09 and Section
        4.04.

       

      1.12  Replacement
        of Lenders.  (x)  If any Lender defaults in its obligations
        to make Loans, (y) upon the occurrence of any event giving rise to the
        operation of Section 1.09(a)(ii) or (iii), Section 1.09(b), Section 2.05
        or
        Section 4.04 with respect to any Lender which results in such Lender charging
        to
        the Borrower increased costs in excess of those being generally charged by
        the
        other Lenders, or (z) as provided in Section 15.12(b) in the case of
        certain refusals by a Lender to consent to certain proposed changes, waivers,
        discharges or terminations with respect to this Agreement which have been
        approved by the Required Lenders, the Borrower shall have the right, if no
        Default or Event of Default will exist immediately after giving effect to
        the
        respective replacement, to replace such Lender (the “Replaced Lender”)
        with one or more other Eligible Transferee or Eligible Transferees
        (collectively, the “Replacement Lender”) reasonably acceptable to the
        Administrative Agent, provided that:

       

      (i)  at
        the
        time of any replacement pursuant to this Section 1.12, the Replacement Lender
        shall enter into one or more Assignment and Assumption Agreements pursuant
        to
        Section 15.04(b) (and with all fees payable pursuant to said Section 15.04(b)
        to
        be paid by the Replacement Lender) pursuant to which the Replacement Lender
        shall acquire all of the Commitments and outstanding Loans of the Replaced
        Lender and, in connection therewith, shall pay to the Replaced Lender in
        respect
        thereof an amount equal to the sum (without duplication) of (x) an amount
        equal to the principal of, and all accrued interest on, all outstanding Loans
        of
        the Replaced Lender, and (y) an amount equal to all accrued, but unpaid,
        Commitment Commission and other fees owing to the Replaced Lender pursuant
        to
        Section 3.01; and

       

      (ii)  all
        obligations of the Borrower due and owing to the Replaced Lender at such
        time
        (other than those specifically described in clause (i) above in respect of
        which the assignment purchase price has been, or is concurrently being, paid)
        shall be paid in full to such Replaced Lender concurrently with such
        replacement.

       

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

       

      Upon
        the
        execution of the respective Assignment and Assumption Agreement, the payment
        of
        amounts referred to in clauses (i) and (ii) above and, if so requested by
        the
        Replacement Lender, delivery to (i) the Replacement Lender of the
        appropriate Note or Notes executed by the Borrower, the Replacement Lender
        shall
        become a Lender hereunder and the Replaced Lender shall cease to constitute
        a
        Lender hereunder, except with respect to indemnification provisions under
        this
        Agreement (including, without limitation, Sections 1.09, 1.10, 2.05, 4.04,
        15.01
        and 15.06), which shall survive as to such Replaced Lender.

       

      SECTION
        2.  Letters
        of Credit.  

       

      2.01  Letters
        of Credit.  (a)  Subject to and upon the terms and
        conditions herein set forth, the Borrower may request that any Issuing Lender
        issue, at any time and from time to time on and after the conditions set
        forth
        in Sections 5, 6, 7 and 8 have been met and prior to the 60th day prior
        to the
        Maturity Date, for the account of the Borrower, irrevocable sight standby
        letters of credit, in a form customarily used by such Issuing Lender or in
        such
        other form as has been approved by such Issuing Lender (each such letter
        of
        credit, a “Letter of Credit”).  All Letters of Credit shall be
        denominated in Dollars and shall be issued on a sight draft basis.

       

      (b)  Subject
        to the terms and conditions contained herein, each Issuing Lender hereby
        agrees
        that it will, at any time and from time to time on or after the Effective
        Date
        and prior to the 60th day prior
        to the
        Maturity Date, following its receipt of the respective Letter of Credit Request,
        issue for the account of the Borrower one or more Letters of Credit in support
        of such obligations of the Borrower and its Subsidiaries as are permitted
        to
        remain outstanding without giving rise to a Default or an Event of Default
        hereunder, provided that the respective Issuing Lender shall be under no
        obligation to issue any Letter of Credit of the types described above if
        at the
        time of such issuance:

       

      (i)  any
        order, judgment or decree of any governmental authority or arbitrator shall
        purport by its terms to enjoin or restrain such Issuing Lender from issuing
        such
        Letter of Credit or any requirement of law applicable to such Issuing Lender or
        any request or directive (whether or not having the force of law) from any
        governmental authority with jurisdiction over such Issuing Lender shall
        prohibit, or request that such Issuing Lender refrain from, the issuance
        of
        letters of credit generally or such Letter of Credit in particular or shall
        impose upon such Issuing Lender with respect to such Letter of Credit any
        restriction or reserve or capital requirement (for which such Issuing Lender
        is
        not otherwise compensated) not in effect on the date hereof, or any unreimbursed
        loss, cost or expense which was not applicable, in effect or known to such
        Issuing Lender as of the date hereof and which such Issuing Lender in good
        faith
        deems material to it; or

       

      (ii)  such
        Issuing Lender shall have received notice from any Lender prior to the issuance
        of such Letter of Credit of the type described in the second sentence of
        Section
        2.02(b); or

       

      (iii)  a
        Lender
        Default exists, unless such Issuing Lender has entered into arrangements
        satisfactory to it and the Borrower to eliminate such Issuing Lender’s risk with
        respect to the participation in Letters of Credit of any Defaulting Lender(s),
        including by 

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      cash
        collateralizing any such Defaulting Lender’s (or
        Defaulting Lenders’) Percentage (or Percentages) of the Letter of Credit
        Outstandings.

       

      (c)  Notwithstanding
        anything to the contrary contained in this Agreement, (i) no Letter of
        Credit shall be issued the Stated Amount of which, when added to the Letter
        of
        Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the
        date
        of, and prior to the issuance of, the respective Letter of Credit) at such
        time
        would exceed either (x) $50,000,000 or (y) when added to the aggregate
        principal amount of all Loans then outstanding, an amount equal to the Total
        Commitment at such time, and (ii) each Letter of Credit shall by its terms
        terminate on or before the earlier of (A) the date which occurs 12 months
        after the date of the issuance thereof (although any such Letter of Credit
        shall
        be extendible for successive periods of up to 12 months, but, in each case,
        not
        beyond the tenth Business Day prior to the Maturity Date, on terms acceptable
        to
        the respective Issuing Lender) and (B) ten Business Days prior to the
        Maturity Date.

       

      (d)  Notwithstanding
        anything to the contrary contained in this Agreement, Letters of Credit may
        only
        be issued to support obligations of the Borrower and its Subsidiaries under
        freight derivative contracts satisfactory to the Administrative
        Agent.

       

      2.02  Letter
        of Credit Requests; Minimum Stated
        Amount.  (a)  Whenever the Borrower desires that a
        Letter of Credit be issued, the Borrower shall give the Administrative Agent
        and
        the respective Issuing Lender at least five Business Days’ (or such shorter
        period as is acceptable to the respective Issuing Lender) written notice
        prior
        to the proposed date of issuance (which shall be a Business
        Day).  Each notice shall be substantially in the form of Exhibit M
        (each a “Letter of Credit Request”).

       

      (b)  The
        making of each Letter of Credit Request shall be deemed to be a representation
        and warranty by the Borrower that such Letter of Credit may be issued in
        accordance with, and will not violate the requirements of, Section
        2.01(c).  Unless the respective Issuing Lender determines that, or has
        received notice from any Lender before it issues a Letter of Credit that,
        one or
        more of the conditions specified in Section 8.01 are not then satisfied,
        or that
        the issuance of such Letter of Credit would violate Section 2.01(c) or (d),
        then
        such Issuing Lender shall issue the requested Letter of Credit for the account
        of the Borrower in accordance with such Issuing Lender’s usual and customary
        practices.

       

      (c)  The
        initial Stated Amount of each Letter of Credit shall not be less than $20,000
        or
        such lesser amount as is acceptable to the respective Issuing
        Lender.

       

      2.03  Letter
        of Credit Participations.  (a)  Immediately upon the
        issuance by any Issuing Lender of any Letter of Credit, such Issuing Lender
        shall be deemed to have sold and transferred to each Lender (each such Lender,
        in its capacity under this Section 2.03, a “Participant”), and each such
        Participant shall be deemed irrevocably and unconditionally to have purchased
        and received from such Issuing Lender, without recourse or warranty, an
        undivided interest and participation, to the extent of such Participant’s
        Percentage, in such Letter of Credit, each drawing made thereunder and the
        obligations of the Borrower under this Agreement with respect thereto, and
        any
        security therefore or guaranty pertaining thereto.  Upon any change in
        the Commitments or Percentages of the Lenders pursuant to Sections 1.12,
        3.02(b)

       

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

       

      or
        15.04,
        it is hereby agreed that, with respect to all outstanding Letters of Credit
        and
        Unpaid Drawings, there shall be an automatic adjustment to the participations
        pursuant to this Section 2.03 to reflect the new Percentages of the assignor
        and
        assignee Lender or of all Lenders, as the case may be.

       

      (b)  In
        determining whether to pay under any Letter of Credit, such Issuing Lender
        shall
        have no obligation relative to the other Lenders other than to confirm that
        any
        documents required to be delivered under such Letter of Credit appear to
        have
        been delivered and that they appear to substantially comply on their face
        with
        the requirements of such Letter of Credit.  Subject to the provisions
        of the immediately preceding sentence, any action taken or omitted to be
        taken
        by any Issuing Lender under or in connection with any Letter of Credit if
        taken
        or omitted in the absence of gross negligence or willful misconduct, as
        determined by a court of competent jurisdiction, shall not create for such
        Issuing Lender any resulting liability to any Credit Party or any
        Lender.

       

      (c)  In
        the
        event that any Issuing Lender makes any payment under any Letter of Credit
        issued by it and the Borrower shall not have reimbursed such amount in full
        to
        such Issuing Lender pursuant to Section 2.04(a), such Issuing Lender shall
        promptly notify the Administrative Agent, which shall promptly notify each
        Participant, of such failure, and each Participant shall promptly and
        unconditionally pay to the Administrative Agent for the account of such Issuing
        Lender the amount of such Participant’s Percentage (as relates to the respective
        Letter of Credit) of such unreimbursed payment in Dollars and in same day
        funds.  If the Administrative Agent so notifies, prior to 11:00 A.M.
        (New York time) on any Business Day, any Participant required to fund a
        payment under a Letter of Credit, such Participant shall make available to
        the
        Administrative Agent at the Payment Office for the account of such Issuing
        Lender in Dollars such Participant’s Percentage (as relates to the respective
        Letter of Credit) of the amount of such payment on such Business Day in same
        day
        funds.  If and to the extent such Participant shall not have so made
        its Percentage of the amount of such payment available to the Administrative
        Agent for the account of such Issuing Lender, such Participant agrees to
        pay to
        the Administrative Agent for the account of such Issuing Lender, forthwith
        on
        demand such amount, together with interest thereon, for each day from such
        date
        until the date such amount is paid to the Administrative Agent for the account
        of such Issuing Lender at the overnight Federal Funds Rate.  The
        failure of any Participant to make available to the Administrative Agent
        for the
        account of such Issuing Lender its Percentage of any payment under any Letter
        of
        Credit issued by it shall not relieve any other Participant of its obligation
        hereunder to make available to the Administrative Agent for the account of
        such
        Issuing Lender its Percentage of any such Letter of Credit on the date required,
        as specified above, but no Participant shall be responsible for the failure
        of
        any other Participant to make available to the Administrative Agent for the
        account of such Issuing Lender such other Participant’s Percentage of any such
        payment.

       

      (d)  Whenever
        any Issuing Lender receives a payment of a reimbursement obligation as to
        which
        the Administrative Agent has received (for the account of any such Issuing
        Lender) any payments from the Participants pursuant to clause (c) above,
        such Issuing Lender shall forward such payment to the Administrative Agent,
        which in turn shall distribute to each Participant which has paid its Percentage
        thereof, in same day funds, an amount equal to such Participant’s share (based
        upon the proportionate aggregate amount originally funded by such Participant
        to
        the aggregate amount funded by all Participants) of the principal amount
        of


       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      such
        reimbursement obligation and interest thereon
        accruing after the purchase of the respective participations.

       

      (e)  Each
        Issuing Lender shall, promptly after the issuance of, or amendment to, a
        Letter
        of Credit give the Administrative Agent and the Borrower written notice of
        such
        issuance or amendment, as the case may be, and such notice shall be accompanied
        by a copy of the issued Letter of Credit or amendment, as the case may
        be.  Upon receipt of such notice, the Administrative Agent shall
        promptly notify each Participant, in writing, of such issuance or amendment
        and
        in the event a Participant shall so request, the Administrative Agent shall
        furnish such Participant with a copy of such Letter of Credit or
        amendment.

       

      (f)  Each
        Issuing Lender shall deliver to the Administrative Agent, promptly on the
        first
        Business Day of each week, by facsimile transmission, the aggregate daily
        Stated
        Amount available to be drawn under the outstanding Letters of Credit issued
        by
        such Issuing Lender for the previous week.  The Administrative Agent
        shall, within 10 days after the last Business Day of each calendar month,
        deliver to each Participant a report setting forth for such preceding calendar
        month the aggregate daily Stated Amount available to be drawn under all
        outstanding Letters of Credit during such calendar month.

       

      (g)  The
        obligations of the Participants to make payments to the Administrative Agent
        for
        the account of the respective Issuing Lender with respect to Letters of Credit
        issued by it shall be irrevocable and not subject to any qualification or
        exception whatsoever and shall be made in accordance with the terms and
        conditions of this Agreement under all circumstances, including, without
        limitation, any of the following circumstances:

       

      (i)  any
        lack
        of validity or enforceability of this Agreement or any of the other Credit
        Documents;

       

      (ii)  the
        existence of any claim, setoff, defense or other right which the Borrower
        or any
        of its Subsidiaries may have at any time against a beneficiary named in a
        Letter
        of Credit, any transferee of any Letter of Credit (or any Person for whom
        any
        such transferee may be acting), the Administrative Agent, any Lender, any
        Issuing Lender, any Participant, or any other Person, whether in connection
        with
        this Agreement, any Letter of Credit, the transactions contemplated herein
        or
        any unrelated transactions (including any underlying transaction between
        the
        Borrower or any of its Subsidiaries and the beneficiary named in any such
        Letter
        of Credit);

       

      (iii)  any
        draft, certificate or any other document presented under any Letter of Credit
        proving to be forged, fraudulent, invalid or insufficient in any respect
        or any
        statement therein being untrue or inaccurate in any respect;

       

      (iv)  the
        surrender or impairment of any security for the performance or observance
        of any
        of the terms of any of the Credit Documents; or

       

      (v)  the
        occurrence of any Default or Event of Default.

       

      2.04  Agreement
        to Repay Letter of Credit Drawings.  (a)  The Borrower
        hereby agrees to reimburse each Issuing Lender, by making payment to the
        Administrative Agent in 

       

       

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

       

       

      immediately
        available funds at the Payment Office, for any payment or disbursement made
        by
        such Issuing Lender under any Letter of Credit issued by it (each such amount,
        so paid until reimbursed by the Borrower, an “Unpaid Drawing”), not later
        than four Business Days following receipt by the Borrower of notice of such
        payment or disbursement (provided that no such notice shall be required to
        be
        given if a Default or an Event of Default under Section 12.05 shall have
        occurred and be continuing, in which case the Unpaid Drawing shall be due
        and
        payable immediately without presentment, demand, protest or notice of any
        kind
        (all of which are hereby waived by the Borrower)), with interest on the amount
        so paid or disbursed by such Issuing Lender, to the extent not reimbursed
        prior
        to 12:00 Noon (New York time) on the date of such payment or disbursement,
        from and including the date paid or disbursed to but excluding the date such
        Issuing Lender was reimbursed by the Borrower therefore at a rate per annum
        equal to the [Base Rate], as in effect from time to time; provided,
however, to the extent such amounts are not reimbursed prior to
        12:00
        Noon (New York time) on the fourth Business Day following the receipt by
        the Borrower of notice of such payment or disbursement or following the
        occurrence of a Default or an Event of Default under Section 12.05, interest
        shall thereafter accrue on the amounts so paid or disbursed by such Issuing
        Lender (and until reimbursed by the Borrower) at a rate per annum equal to
        the
        Base Rate in effect from time to time plus the Applicable Margin as in effect
        from time to time plus 1%, with such interest to be payable on
        demand.  Each Issuing Lender shall give the Borrower prompt written
        notice of each Drawing under any Letter of Credit issued by it, provided
        that
        the failure to give any such notice shall in no way affect, impair or diminish
        the Borrower’s obligations hereunder.

       

      (b)  The
        obligations of the Borrower under this Section 2.04 to reimburse the respective
        Issuing Lender with respect to drawings on Letters of Credit (each, a
“Drawing”) (including, in each case, interest thereon) shall be absolute
        and unconditional under any and all circumstances and irrespective of any
        setoff, counterclaim or defense to payment which the Borrower may have or
        have
        had against any Lender (including in its capacity as Issuing Lender or
        Participant or as Participant), or any non-application or misapplication
        by the
        beneficiary of the proceeds of such Drawing, the respective Issuing Lender’s
        only obligation to the Borrower being to confirm that any documents required
        to
        be delivered under such Letter of Credit appear to have been delivered and
        that
        they appear to comply on their face with the requirements of such Letter
        of
        Credit.  Subject to the provisions of the immediately preceding
        sentence, any action taken or omitted to be taken by any Issuing Lender under
        or
        in connection with any Letter of Credit if taken or omitted in the absence
        of
        gross negligence or willful misconduct as determined by a court of competent
        jurisdiction, shall not create for such Issuing Lender any resulting liability
        to the Borrower or any other Credit Party.

       

      2.05  Increased
        Costs.  If at any time after the Effective Date, any Issuing
        Lender or any Participant determines that the introduction of or any change
        in
        any applicable law, rule, regulation, order, guideline or request or in the
        interpretation or administration thereof by any governmental authority charged
        with the interpretation or administration thereof, or compliance by any Issuing
        Lender or any Participant with any request or directive by any such authority
        (whether or not having the force of  law), shall either
        (a) impose, modify or make applicable any reserve, deposit, capital
        adequacy or similar requirement against Letters of Credit issued by any Issuing
        Lender or participated in by any Participant, or (b) impose on any Issuing
        Lender or any Participant any other conditions relating, directly or indirectly,
        to this Agreement or any Letter of Credit; and the result of any of the
        foregoing is to increase the cost to any

       

       

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

       

       

      Issuing
        Lender or any Participant of issuing, maintaining or participating in any
        Letter
        of Credit, or reduce the amount of any sum received or receivable by any
        Issuing
        Lender or any Participant hereunder or reduce the rate of return on its capital
        with respect to Letters of Credit, then, upon demand to the Borrower by such
        Issuing Lender or any Participant (a copy of which demand shall be sent by
        such
        Issuing Lender or such Participant to the Administrative Agent), the Borrower
        agrees to pay to such Issuing Lender or such Participant such additional
        amount
        or amounts as will compensate such Lender for such increased cost or reduction
        in the amount receivable or reduction on the rate of return on its
        capital.  Any Issuing Lender or any Participant, upon determining that
        any additional amounts will be payable pursuant to this Section 2.05, will
        give
        prompt written notice thereof to the Borrower, which notice shall include
        a
        certificate submitted to such Borrower by such Issuing Lender or such
        Participant (a copy of which certificate shall be sent by such Issuing Lender
        or
        such Participant to the Administrative Agent), setting forth in reasonable
        detail the basis for and the calculation of such additional amount or amounts
        necessary to compensate such Issuing Lender or such Participant, although
        the
        failure to give any such notice shall not release or diminish the Borrower’s
        obligations to pay additional amounts pursuant to this Section
        2.05.  The certificate required to be delivered pursuant to this
        Section 2.05 shall, if delivered in good faith and absent manifest error,
        be
        final and conclusive and binding on the Borrower.

       

      SECTION
        3.  Commitment
        Commission; Reductions of Commitment.

       

      3.01  Commitment
        Commission; Fees.  (a)  The Borrower agrees to pay the
        Administrative Agent for distribution to each Lender a commitment commission
        (the “Commitment Commission”) for the period from the from the Effective
        Date until the earlier of (i) the close of secondary syndication or (ii)
        September 30, 2007, computed at a rate for each day equal to 0.20% per annum
        on
        the daily average Unutilized Commitment of such Lender, and thereafter computed
        at a rate for each day equal to (x) 0.250% per annum until the Maturity Date
        on
        the daily average Unutilized Commitment of such Lender.  Accrued
        Commitment Commission shall be due and payable quarterly in arrears on each
        Payment Date and on the Maturity Date (or such earlier date upon which the
        Total
        Commitment is terminated).

       

      (b)  The
        Borrower agrees to pay to the Administrative Agent for distribution to each
        Lender (based on each such Lender’s respective Percentage), a fee in respect of
        each Letter of Credit (the “Letter of Credit Fee”) for the period from
        and including the date of issuance of such Letter of Credit to and including
        the
        date of termination or expiration of such Letter of Credit, computed at a
        rate
        per annum equal to the Applicable Margin then in effect from time to time
        on the
        daily Stated Amount of each such Letter of Credit.  Accrued Letter of
        Credit Fees shall be due and payable quarterly in arrears on each Payment
        Date
        and upon the first day on or after the termination of the Total Commitment
        upon
        which no Letters of Credit remain outstanding.

       

      (c)  The
        Borrower agrees to pay directly to each Issuing Lender, for its own account,
        a
        facing fee in respect of each Letter of Credit issued by it (the “Facing
        Fee”) for the period from and including the date of issuance of such Letter
        of Credit to and including the date of termination or expiration of such
        Letter
        of Credit, computed at a rate per annum equal to 1/8 of 1% on the daily Stated
        Amount of such Letter of Credit, provided that in any event the minimum
        amount of Facing Fees payable in any twelve-month period for each Letter
        of
        Credit

       

       

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

       

      shall
        be
        not less than $500; it being agreed that, on the day of issuance of any Letter
        of Credit and on each anniversary thereof prior to the termination or expiration
        of such Letter of Credit, if $500 will exceed the amount of Facing Fees that
        will accrue with respect to such Letter of Credit for the immediately succeeding
        twelve-month period, the full $500 shall be payable on the date of issuance
        of
        such Letter of Credit and on each such anniversary thereof.  Except as
        otherwise provided in the proviso to the immediately preceding sentence,
        accrued
        Facing Fees shall be due and payable quarterly in arrears on each Payment
        Date
        and upon the first day on or after the termination of the Total Commitment
        upon
        which no Letters of Credit remain outstanding.

       

      (d)  The
        Borrower agrees to pay, upon each payment (including any partial payment)
        under,
        issuance of, extension of, or amendment to, any Letter of Credit issued
        hereunder, such amount as shall at the time of such event be the administrative
        charge which the respective Issuing Lender is generally charging in connection
        with such occurrence with respect to letters of credit.

       

      (e)  The
        Borrower shall pay to the Administrative Agent, for the Administrative Agent’s
        own account, such other fees as have been agreed to in writing from time
        to time
        by the Borrower or any of its Subsidiaries and the Administrative
        Agent.

       

      3.02  Voluntary
        Termination of Unutilized Commitments.  (a)  Upon at
        least three Business Days’ prior notice to the Administrative Agent at its
        Notice Office (which notice the Administrative Agent shall promptly transmit
        to
        each of the Lenders), the Borrower shall have the right, at any time or from
        time to time, without premium or penalty, to terminate or reduce the unutilized
        Total Commitment, in whole or in part, in integral multiples of US$5,000,000
        in
        the case of partial reductions thereto, provided that each such reduction
        shall apply proportionately to permanently reduce the Commitment of each
        Lender.

       

      (b)  In
        the
        event of certain refusals by a Lender as provided in Section 15.12(b) to
        consent
        to certain proposed changes, waivers, discharges or terminations with respect
        to
        this Agreement which have been approved by the Required Lenders, the Borrower
        may, subject to the requirements of said Section 15.12(b) and upon five Business
        Days’ written notice to the Administrative Agent at its Notice Office (which
        notice the Administrative Agent shall promptly transmit to each of the Lenders),
        terminate the entire Commitment of such Lender so long as all Loans, together
        with accrued and unpaid interest, Commitment Commission and all other amounts,
        owing to such Lender are repaid concurrently with the effectiveness of such
        termination (at which time Schedule I shall be deemed modified to reflect
        such
        changed amounts), and at such time such Lender shall no longer constitute
        a
“Lender” for purposes of this Agreement, except with respect to indemnification
        provisions under this Agreement (including, without limitation, Sections
        1.09,
        1.10, 2.05, 4.04, 15.01 and 15.06), which shall survive as to such repaid
        Lender.

       

      3.03  Mandatory
        Reduction of Commitments.  (a)  If at any time the
        aggregate principal amount outstanding under this Credit Agreement exceeds
        theTotal Commitment, an immediate repayment will be required in an amount
        equal
        to such excess.

       

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

       

      (b)  In
        addition to any other Commitment reductions required pursuant to this Section
        3.03, but without duplication, the Total Commitment shall terminate upon
        a
        Change of Control.

       

      3.04  Scheduled
        Repayments and Commitment Reductions.  The Total Facility Amount
        will be subject to ten (10) consecutive semi-annual reductions of seven percent
        (7.0%) of the Total Facility Amount, with the first reduction occurring on
        the
        fifth anniversary of the Effective Date and continuing thereafter until the
        Maturity Date at which time the Total Commitments hereunder shall reduce
        to zero
        and the Final Payment will be due by Borrower.

       

      SECTION
        4.  Prepayments;
        Payments; Taxes.

       

      4.01  Voluntary
        Prepayments.  The Borrower shall have the right to prepay the
        Loans in a pro rata manner, without premium or penalty except as provided
        by
        law, in whole or in part at any time and from time to time on the following
        terms and conditions:  

       

      (i)  the
        Borrower shall give the Administrative Agent prior to 12:00 Noon (New York
        time)
        at its Notice Office at least two Business Days’ prior written notice (or
        telephonic notice promptly confirmed in writing) of its intent to prepay
        such
        Loans, the amount of such prepayment and the specific Borrowing or Borrowings
        pursuant to which made, which notice the Administrative Agent shall promptly
        transmit to each of the Lenders;

       

      (ii)  each
        prepayment shall be in an aggregate principal amount of at least US$10,000,000,
        provided that no partial prepayment of Loans made pursuant to any
        Borrowing under this Section 4.01 shall reduce the outstanding Loans made
        pursuant to such Borrowing to an amount less than US$10,000,000;

       

      (iii)  at
        the
        time of any prepayment of Loans pursuant to this Section 4.01 on any date
        other
        than the last day of the Interest Period applicable thereto, the Borrower
        shall
        pay the amounts required pursuant to Section 1.10;

       

      (iv)  in
        the
        event of certain refusals by a Lender as provided in Section 15.12(b) to
        consent to certain proposed changes, waivers, discharges or terminations
        with
        respect to this Agreement which have been approved by the Required Lenders,
        the
        Borrower may, upon five Business Days’ written notice to the Administrative
        Agent at its Notice Office (which notice the Administrative Agent shall promptly
        transmit to each of the Lenders), prepay all Loans, together with accrued
        and
        unpaid interest, Commitment Commission, and other amounts owing to such Lender
        in accordance with said Section 15.12(b) so long as (A) the Commitment
        of such Lender is terminated concurrently with such prepayment (at which
        time
        Schedule I shall be deemed modified to reflect the changed Commitments) and
        (B) the consents required by Section 15.12(b) in connection with the
        prepayment pursuant to this clause (iv) have been obtained;
        and

       

      (v)  except
        as
        expressly provided in the preceding clause (iv), each prepayment in respect
        of
        any Loans made pursuant to a Borrowing shall be applied prorata
        among the Loans comprising such Borrowing.

       

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

       

      4.02  Mandatory
        Repayments.  (a)  On any day on which the aggregate
        outstanding principal amount of all Loans plus the aggregate amount of all
        Letter of Credit Outstandings exceeds the Total Commitment as then in effect
        (including, without limitation, as a consequence to Section 3.03), the Borrower
        shall repay principal of Loans in an amount equal to such excess.  If,
        after giving effect to the prepayment of all outstanding Loans, the aggregate
        amount of the Letter of Credit Outstandings exceeds the Total Commitment
        as then
        in effect, the Borrower shall pay to the Collateral Agent on such date an
        amount
        of cash or Cash Equivalents equal to the amount of such excess (up to a maximum
        amount equal to the Letter of Credit Outstandings at such time), such cash
        or
        Cash Equivalents to be held as security for all obligations of the Borrower
        hereunder in a cash collateral account to be established by the Collateral
        Agent.

       

      (b)  In
        addition to any other mandatory repayments required pursuant to this Section
        4.02, but without duplication, on (i) the Business Day following the date
        of any Collateral Disposition involving a Mortgaged Vessel (other than a
        Collateral Disposition constituting an Event of Loss or a Collateral Disposition
        in connection with a Vessel Exchange) and (ii) the earlier of (A) the
        date which is 180 days following any Collateral Disposition constituting
        an
        Event of Loss involving a Mortgaged Vessel and (B) the date of receipt by
        the Borrower, any of its Subsidiaries or the Administrative Agent of the
        insurance proceeds relating to such Event of Loss or (iii) the Business Day
        following the return of a deposit upon cancellation of a Purchase Contract,
        the
        Borrower shall be required to repay an aggregate principal amount of outstanding
        Loans and/or cash collateralize outstanding Letters of Credit in an amount
        equal
        to (x) the sum of the aggregate amount of all outstanding Loans and Letter
        of
        Credit Outstandings multiplied by a fraction (A) the numerator of which is
        equal to the Appraised Value determined on the date of such Collateral
        Disposition of the Mortgaged Vessel or Mortgaged Vessels which is/are the
        subject of such Collateral Disposition and (B) the denominator of which is
        equal to the Aggregate Appraised Value on such date or, (y) in the case of
        the
        mutual cancellation of a Purchase Contract or a default by a seller thereunder,
        an amount equal to the deposit made thereunder.  In addition, in the
        event of a sale of any Pledged Shares in Jinhui by Borrower, the Borrower
        shall
        within one Business Day after the day the proceeds of each such sale are
        converted from Norwegian Kroner into United States Dollars (and received
        by the
        Borrower after termination of the relevant swap in relation thereto), prepay
        the
        outstanding Loans in an aggregate amount up to Seventy Seven Million United
        States Dollars (US$77,000,000), together with customary breakage costs, if
        applicable.

       

      (c)  With
        respect to each repayment of Loans required by this Section 4.02, the Borrower
        may designate the specific Borrowing or Borrowings pursuant to which such
        Loans
        were made, provided that (i) all Loans with Interest Periods ending
        on such date of required repayment shall be paid in full prior to the payment
        of
        any other Loans and (ii) each repayment of any Loans comprising a Borrowing
        shall be applied pro rata among such Loans.  In the absence of
        a designation by the Borrower as described in the preceding sentence, the
        Administrative Agent shall, subject to the preceding provisions of this clause
        (b), make such designation in its sole reasonable discretion with a view,
        but no
        obligation, to minimize breakage costs owing pursuant to Section
        1.10.

       

       

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      (d)  Notwithstanding
        anything to the contrary contained elsewhere in this Agreement, all then
        outstanding Loans and Unpaid Drawings shall be repaid in full on the Maturity
        Date.

       

      4.03  Application
        of Net Cash Flows.  Commencing with the quarter ending September
        30, 2007, within one Business Day after the payment of the aggregate amount
        of
        declared Dividends by the Borrower or any Subsidiary Guarantor with respect
        to
        such fiscal quarter, the Borrower or such Subsidiary Guarantor shall apply
        Six
        Million Two Hundred Fifty Thousand United States Dollars (US$6,250,000) or
        such
        lesser amount as shall be available from Net Cash Flow, if available and
        generated in such fiscal quarter, to reduce outstanding Loans.  The
        required payments with respect to Net Cash Flows shall continue until the
        Borrower or such Subsidiary Guarantor completes a follow-on equity offering
        resulting in net proceeds to the Borrower of no less than Two Hundred Million
        United States Dollars (US$200,000,000).

       

      4.04  Method
        and Place of Payment.  (a)  Except as otherwise
        specifically provided herein, all payments under this Agreement or any Note
        shall be made to the Administrative Agent for the account of the Lender or
        Lenders entitled thereto not later than 12:00 Noon (New York time) on the
        date
        when due and shall be made in Dollars in immediately available funds at the
        Payment Office of the Administrative Agent.  Whenever any payment to
        be made hereunder or under any Note shall be stated to be due on a day which
        is
        not a Business Day, the due date thereof shall be extended to the next
        succeeding Business Day and, with respect to payments of principal, interest
        shall be payable at the applicable rate during such extension.

       

      4.05  Net
        Payments; Taxes.  (a)  All payments made by any Credit
        Party hereunder or under any Note will be made without setoff, counterclaim or
        other defense. All such payments will be made free and clear of, and without
        deduction or withholding for, any present or future taxes, levies, imposts,
        duties, fees, assessments or other charges of whatever nature now or hereafter
        imposed by any jurisdiction or by any political subdivision or taxing authority
        thereof or therein with respect to such payments (but excluding, except as
        provided in the second succeeding sentence, any tax imposed on or measured
        by
        the net income or net profits (or any franchise tax or similar tax imposed
        in
        lieu thereof), net profits or net worth of a Lender, in each case pursuant
        to
        the laws of the jurisdiction in which it is organized or the jurisdiction
        in
        which the principal office or applicable lending office of such Lender is
        located or any subdivision thereof or therein) and all interest, penalties
        or
        similar liabilities with respect to such non-excluded taxes, levies, imposts,
        duties, fees, assessments or other charges (all such non-excluded taxes,
        levies,
        imposts, duties, fees, assessments or other charges being referred to
        collectively as “Taxes”).  If any Taxes are so levied or
        imposed, the Borrower agrees to pay the full amount of such Taxes, and such
        additional amounts as may be necessary so that every payment of all amounts
        due
        under this Agreement or under any Note, after withholding or deduction for
        or on
        account of any Taxes, will not be less than the amount provided for herein
        or in
        such Note.  If any amounts are payable in respect of Taxes pursuant to
        the preceding sentence, the Borrower agrees to reimburse each Lender within
        three days of the written request of such Lender, for taxes imposed on or
        measured by the net income, net profits or any franchise tax based on net
        income, net profits or net worth of such Lender, in each case pursuant to
        the
        laws of the jurisdiction in which such Lender is organized or in which the
        principal office or applicable lending office of such Lender is located or
        under
        the laws of any political subdivision or taxing

       

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

       

      authority
        of any such jurisdiction in which such Lender is organized or in which the
        principal office or applicable lending office of such Lender is located and
        for
        any withholding of taxes as such Lender shall determine are payable by, or
        withheld from, such Lender, in respect of such amounts so paid to or on behalf
        of such Lender pursuant to the preceding sentence and in respect of any amounts
        paid to or on behalf of such Lender pursuant to this sentence.  The
        Borrower will furnish to the Administrative Agent within 45 days after the
        date
        of payment of any Taxes is due pursuant to applicable law certified copies
        of
        tax receipts evidencing such payment by the Borrower.  The Borrower
        agrees to indemnify and hold harmless each Lender, and reimburse such Lender
        upon its written request, for the amount of any Taxes so levied or imposed
        and
        paid by such Lender.

       

      (b)  Each
        Lender agrees to use reasonable efforts (consistent with legal and regulatory
        restrictions and subject to overall policy considerations of such Lender)
        to
        file any certificate or document or to furnish to the Borrower any information
        as reasonably requested by the Borrower that may be necessary to establish
        any
        available exemption from, or reduction in the amount of, any Taxes;
provided, however, that nothing in this Section 4.04(b) shall
        require a Lender to disclose any confidential information (including, without
        limitation, its tax returns or its calculations).

       

      (c)  If
        the
        Borrower pays any additional amount under this Section 4.04 to a Lender and
        such
        Lender determines in its sole discretion that it has actually obtained or
        utilized in connection therewith any refund or any reduction of, or credit
        against, its Tax liabilities in or with respect to the taxable year in which
        the
        additional amount is paid (a “Tax Benefit”), such Lender shall pay to the
        Borrower an amount that such Lender shall, in its sole discretion, determine
        is
        equal to the net benefit, after tax, which was obtained by such Lender in
        such
        year as a consequence of such Tax Benefit; provided, however, that
        (i) any Lender may determine, in its sole discretion consistent with the
        policies of such Lender, whether to seek a Tax Benefit, (ii) any Taxes that
        are imposed on a Lender as a result of a disallowance or reduction (including
        through the expiration of any tax credit carryover or carryback of such Lender
        that otherwise would not have expired) of any Tax Benefit with respect to
        which
        such Lender has made a payment to the Borrower pursuant to this Section 4.04(c)
        shall be treated as a Tax for which the Borrower is obligated to indemnify
        such
        Lender pursuant to this Section 4.04 without any exclusions or defenses,
        (iii) nothing in this Section 4.04(c) shall require any Lender to disclose
        any confidential information to the Borrower (including, without limitation,
        its
        tax returns), and (iv) no Lender shall be required to pay any amounts
        pursuant to this Section 4.04(c) at any time during which a Default or an
        Event
        of Default exists.

       

      (d)  No
        provision of this Agreement will:

       

      (i)  interfere
        with the right of any Lender to arrange its affairs (tax or otherwise) in
        whatever manner it thinks fit (excluding Section 1.09(a)(ii) or (iii), Section
        1.09(b), Section 2.05 or this Section 4.04);

       

      (ii)  oblige
        any Lender to investigate or claim any credit, relief, remission or repayment
        available to it or the extent, order and manner of any claim; or

       

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

       

      (iii)  oblige
        any Lender to disclose any information relating to its affairs (tax or
        otherwise) or any computations in respect of Tax.

       

      SECTION
        5.  Conditions
        Precedent to the Initial Borrowing Date.  The obligation of each
        Lender to make the Loan in respect of the Capesize Vessel Deposit on the
        Initial
        Borrowing Date and the obligation of any Issuing Lender to issue any Letter
        of
        Credit  is subject at the time of the making of such Loans and/or the
        issuance of such Letter of Credit to the satisfaction or waiver of the following
        conditions:

       

      5.01  Existing
        Credit Agreement.  On or prior to the Initial Borrowing Date, the
        Borrower shall provide evidence satisfactory to the Administrative Agent
        that
        the Borrower has cancelled the unutilized commitment of the Existing Credit
        Agreement and has issued irrevocable notice of its intention to prepay amounts
        owing under the Existing Credit Facility and terminate the same within ten
        (10)
        days of the Effective Date.

       

      5.02  Revolving
        Credit Agreement.  On or prior to the Initial Borrowing Date, the
        Borrower shall provide evidence satisfactory to the Administrative Agent
        that
        the Borrower has cancelled the unutilized commitment of the Revolving Credit
        Agreement and has issued irrevocable notice of its intention to prepay amounts
        owing under the Revolving Credit Facility and terminate the same within ten
        (10)
        days of the Effective Date.

       

      5.03  Assignments
        of Purchase Contracts and Escrow Deposit.  The Borrower and/or the
        relevant Subsidiary Guarantors as applicable has executed and delivered to
        the
        Collateral Agent the Assignments of Purchase Contracts in respect of the
        Capesize Vessels and all notices and consents required thereunder.

       

      5.04  Opinions
        of Counsel.  (a)  On the Initial Borrowing Date, the
        Administrative Agent shall have received from Kramer Levin Naftalis &
Frankel LLP, special New York counsel to the Borrower and its Subsidiaries,
        an
        opinion addressed to the Administrative Agent and each of the Lenders and
        dated
        the Initial Borrowing Date which shall be in form and substance acceptable
        to
        the Mandated Lead Arranger.

       

      (b)  On
        the
        Initial Borrowing Date, the Administrative Agent shall have received from
        Reeder
& Simpson P.C., special Marshall Islands counsel to the Borrower and its
        Subsidiaries, an opinion addressed to the Administrative Agent and each of
        the
        Lenders and dated the Initial Borrowing Date which shall be in form and
        substance acceptable to the Mandated Lead Arranger.

       

      5.05  Corporate
        Documents; Proceedings; etc.  (a)  On the Initial
        Borrowing Date, the Mandated Lead Arranger shall have received a certificate,
        dated the Initial Borrowing Date, signed by an Authorized Officer, member
        or
        general partner of each Credit Party, and attested to by the secretary or
        any
        assistant secretary (or, to the extent such Credit Party does not have a
        secretary or assistant secretary, the analogous Person within such Credit
        Party)
        of such Credit Party, as the case may be, in substantially the form of Exhibit
        D, with appropriate insertions, together with copies of the Certificate of
        Incorporation and By-Laws (or equivalent organizational documents) of such
        Credit Party and the resolutions of such Credit Party referred to in such
        certificate, and the foregoing shall be reasonably acceptable to the Mandated
        Lead Arranger.

       

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

       

      (b)  All
        corporate, limited liability company, partnership and legal proceedings,
        and all
        material instruments and agreements in connection with the transactions
        contemplated by this Agreement and the other Documents, shall be reasonably
        satisfactory in form and substance to the Mandated Lead Arranger, and the
        Mandated Lead Arranger shall have received all information and copies of
        all
        documents and papers, including records of corporate, limited liability company
        and partnership proceedings, governmental approvals and good standing
        certificates which the Mandated Lead Arranger may have reasonably requested
        in
        connection therewith, such documents and papers, where appropriate, to be
        certified by proper corporate or governmental authorities.

       

      5.06  Subsidiaries
        Guaranty.  On the Initial Borrowing Date, each Subsidiary of the
        Borrower shall have duly authorized and, in the case of each of the Subsidiary
        Guarantors that is a party to a Purchase Contract, executed and delivered
        to the
        Administrative Agent a Guaranty substantially in the form of Exhibit E (as
        modified, supplemented or amended from time to time, the “Guaranty”), and
        the Guaranty shall be in full force and effect.

       

      5.07  Pledge
        and Security Agreement.  On the Initial Borrowing Date, the
        Borrower and each of the Subsidiary Guarantors that is a party to a Purchase
        Contract shall have (x) duly authorized, executed and delivered a Pledge
        and Security Agreement substantially in the form of Exhibit F (as modified,
        supplemented or amended from time to time, the “Pledge Agreement”) and
        shall have (A) delivered to the Collateral Agent, as pledgee, all the
        Pledged Securities (as defined in the Pledge Agreement), together with executed
        and undated stock powers in the case of capital stock constituting Pledged
        Securities, and (B) otherwise complied with all of the requirements set
        forth in the Pledge Agreement and (y) duly authorized, executed and
        delivered any other related documentation necessary or advisable to perfect
        the
        Lien on the Pledge Agreement Collateral referred to therein in the respective
        jurisdictions of formation of the respective Subsidiary Guarantor or the
        Borrower, as the case may be.

       

      5.08  Solvency
        Certificate.  On the Initial Borrowing Date, the Borrower shall
        have caused to be delivered to the Mandated Lead Arranger a solvency certificate
        from the senior financial officer of the Borrower, in the form of Exhibit
        G,
        which shall be addressed to the Administrative Agent and each of the Lenders
        and
        dated the Initial Borrowing Date, setting forth the conclusion that, after
        giving effect to the incurrence of all the financings contemplated hereby,
        the
        Borrower individually, and the Borrower and its Subsidiaries taken as a whole,
        are not insolvent and will not be rendered insolvent by the incurrence of
        such
        indebtedness, and will not be left with unreasonably small capital with which
        to
        engage in their respective businesses and will not have incurred debts beyond
        their ability to pay such debts as they mature.

       

      5.09  Approvals.  On
        or prior to the Initial Borrowing Date, all necessary governmental (domestic
        and
        foreign) and third party approvals and/or consents in connection with the
        Loans,
        and the granting of Liens under the Credit Documents, if any, shall have
        been
        obtained and remain in effect, and all applicable waiting periods with respect
        thereto shall have expired without any action being taken by any competent
        authority which restrains, prevents or imposes materially adverse conditions
        upon the making of the Loans and the performance by the

       

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

       

      Credit
        Parties of the Credit Documents.  On the Initial Borrowing Date, there
        shall not exist any judgment, order, injunction or other restraint issued
        or
        filed or a hearing seeking injunctive relief or other restraint pending or
        notified prohibiting or imposing materially adverse conditions upon the making
        of the Loans or the performance by the Credit Parties of the Credit
        Documents.

       

      5.10  Litigation.  On
        the Initial Borrowing Date, no actions, suits, investigations or proceedings
        of
        any Credit Party by any entity (private or governmental) shall be pending
        or, to
        the knowledge of any Credit Party, threatened with respect to (i) any
        Document, (ii) any Subsidiary Guarantor which could (i) either individually
        or in the aggregate, reasonably be expected to have a Material Adverse Effect,
        or (ii) which the Mandated Lead Arranger shall determine could be
        reasonably expected to have a Material Adverse Effect.

       

      5.11  Material
        Adverse Effect.  On the Initial Borrowing Date, nothing shall have
        occurred (and neither the Mandated Lead Arranger nor any of the Lenders shall
        have become aware of facts or conditions not previously known to them) which
        any
        Agent or the Required Lenders shall determine has had, or could reasonably
        be
        expected to have, a Material Adverse Effect.

       

      5.12  Environmental
        Laws.  On the Initial Borrowing Date, there shall not exist any
        condition or occurrence on or arising from any Existing Vessel or property
        owned
        or operated or occupied by the Borrower or any of its Subsidiaries that
        (a) results in noncompliance by the Borrower or such Subsidiary with any
        applicable Environmental Law that has had, or could reasonably be expected
        to
        have, a Material Adverse Effect or (b) could reasonably be expected to form
        the basis of a Environmental Claim against the Borrower or any of its
        Subsidiaries or any such Existing Vessel or property, which in any such case
        individually or in the aggregate could reasonably be expected to have a Material
        Adverse Effect.

       

      5.13  Fees.  On
        the Initial Borrowing Date, the Borrower shall have paid to the Administrative
        Agent, the Mandated Lead Arranger or the Lenders all costs, fees and expenses
        as
        set out in the Fee Letter.

       

      5.14  No
        Conflicts.  (a)  On the Initial Borrowing Date, there
        shall be no material default under, and the transactions contemplated hereby
        shall not give rise to a material conflict with, any material agreement of
        the
        Borrower or any of its Subsidiaries.

       

      (b)  On
        the
        Initial Borrowing Date, all Loans shall be in full compliance with all
        applicable requirements of law, including, without limitation, Regulations
        T, U
        and X.

       

      SECTION
        6.  Conditions
        Precedent to the Refinancing Loan.  

       

      The
        obligation of each Lender to make the Refinancing Loan is subject at the
        time of
        the making of such Loans and/or the issuance of such Letter of Credit to
        the
        satisfaction or waiver of the following conditions:

       

      6.01  Subsidiary
        Guarantors.  The Subsidiary Guarantors owning Existing Vessels
        shall execute and deliver the Guaranty.

       

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      6.02  Repayment
        of Outstanding Indebtedness.  On or prior to the Borrowing Date in
        respect of the Refinancing Loan, Borrower shall provide evidence satisfactory
        to
        the Administrative Agent that the Refinancing Loan will be used to repay
        all
        outstanding indebtedness under the Existing Credit Agreement and the Revolving
        Credit Agreement and all security interests granted in connection therewith
        will
        be released.

       

      6.03  Opinions
        of Counsel.  

       

      (a)  On
        or
        prior to the Borrowing Date in respect of the Refinancing Loan, the
        Administrative Agent shall have received from Kramer Levin Naftalis &
Frankel LLP, special New York counsel to the Borrower and its Subsidiaries
        (including the guarantors), an opinion addressed to the Administrative Agent
        and
        each of the Lenders and dated the Initial Borrowing Date which shall be in
        form
        and substance reasonably acceptable to the Mandated Lead Arranger;

       

      (b)  On
        or
        prior to the Borrowing Date in respect of the Refinancing Loan, the
        Administrative Agent shall have received from Reeder & Simpson P.C., special
        Marshall Islands counsel to the Borrower and its Subsidiaries (including,
        but
        not limited to, any Subsidiary that becomes a Subsidiary Guarantor subsequent
        to
        the Effective Date), addressed to the Administrative Agent and each of the
        Lenders and dated such Borrowing Date which shall be in form and substance
        reasonably acceptable to the Mandated Lead Arranger.

       

      6.04  Litigation.  On
        or prior to the Borrowing Date in respect of the Refinancing Loan, no actions,
        suits, investigations or proceedings of any Credit Party by any entity (private
        or governmental) shall be pending or, to the knowledge of any Credit Party,
        threatened with respect to (i) any Document , (ii) any Subsidiary
        Guarantor which could (i) either individually or in the aggregate, reasonably
        be
        expected to have a Material Adverse Effect, or (ii) which the Mandated Lead
        Arranger shall determine could be reasonably expected to have a Material
        Adverse
        Effect.

       

      6.05  Material
        Adverse Effect.  On or prior to the Borrowing Date in respect of
        the Refinancing Loan, nothing shall have occurred (and neither the Mandated
        Lead
        Arranger nor any of the Lenders shall have become aware of facts or conditions
        not previously known to them) which any Agent or the Required Lenders shall
        determine has had, or could reasonably be expected to have, a Material Adverse
        Effect.

       

      SECTION
        7.  Conditions
        Subsequent to the Effective Date.  No later than the Collateral
        Delivery Date, the Borrower shall procure the following in respect of the
        Subsidiary Guarantors owning Existing Vessels, the Existing Vessels and matters
        related thereto:

       

      7.01  Opinions
        of Counsel.  (i) the Administrative Agent shall have received from
        Kramer Levin Naftalis & Frankel LLP, special New York counsel to the
        Borrower and its Subsidiaries, an opinion addressed to the Administrative
        Agent
        and each of the Lenders and dated such Collateral Delivery Date which shall
        (x) be in form and substance reasonably acceptable to the Mandated Lead
        Arranger and (y) cover the perfection of the security interests (other than
        those to be covered by opinions delivered pursuant to clauses (ii) through
        (iii)
        below)

       

       

       

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

       

       

      granted
        pursuant to the Security Documents and such other matters incidental to the
        transactions contemplated herein as the Mandated Lead Arranger may reasonably
        request;

       

      (ii)  the
        Administrative Agent shall have received from Reeder & Simpson P.C., special
        Marshall Islands counsel to the Borrower and its Subsidiaries (or such other
        counsel reasonably satisfactory to the Administrative Agent), an opinion
        addressed to the Administrative Agent and each of the Lenders and dated such
        Collateral Delivery Date which shall (x) be in form and substance
        reasonably acceptable to the Mandated Lead Arranger and (y) cover the
        perfection of the security interests granted pursuant to the Vessel Mortgages
        and such other matters incidental thereto as the Mandated Lead Arranger may
        reasonably request; and

       

      (iii)  the
        Administrative Agent shall have received from (1) if the relevant Existing
        Vessel is to be registered under Hong Kong flag, Johnson Stokes & Master,
        special Hong Kong counsel to the Administrative Agent, (2) if the relevant
        Existing Vessel is to be registered under the Marshall Islands flag, Reeder
        & Simpson P.C., special Marshall Islands counsel to the Borrower, (3)
        Constantine P. Georgiopoulos, special New York maritime
        counsel to the Borrower and its Subsidiaries or (4) if the relevant Existing
        Vessel is to be registered in an Acceptable Flag Jurisdiction other than
        Hong
        Kong or the Marshall Islands, special counsel to the Administrative Agent
        of
        such Acceptable Flag Jurisdiction, which shall be reasonably acceptable to
        the
        Administrative Agent, an opinion addressed to the Administrative Agent and
        each
        of the Lenders and dated such Collateral Delivery Date, which shall (x) be
        in form and substance reasonably acceptable to the Administrative Agent and
        (y) cover the perfection of the security interests granted pursuant to the
        Vessel Mortgage(s) and such other matters incident thereto as the Administrative
        Agent may reasonably request.

       

      7.02  Corporate
        Documents; Proceedings; etc.  (i)  The Mandated Lead
        Arranger shall have received a certificate, dated such date, signed by an
        Authorized Officer, member or general partner of the Credit Party owning
        or
        operating the Existing Vessel, and attested to by the secretary or any assistant
        secretary (or, to the extent such Credit Party does not have a secretary
        or
        assistant secretary, the analogous Person within such Credit Party) of such
        Credit Party, as the case may be, in the form of Exhibit D, with appropriate
        insertions, together with copies of any changes to the Certificate of
        Incorporation and By-Laws (or equivalent organizational documents) of such
        Credit Party for certifying there have been no changes thereto or to the
        resolutions of such Credit Party referred to in such certificate, and the
        foregoing shall be reasonably acceptable to the Mandated Lead
        Arranger.

       

      (ii)  All
        corporate, limited liability company, partnership and legal proceedings,
        and all
        material instruments and agreements in connection with the transactions
        contemplated by this Agreement, shall be reasonably satisfactory in form
        and
        substance to the Mandated Lead Arranger, and the Mandated Lead Arranger shall
        have received all information and copies of all documents and papers, including
        records of corporate, limited liability company and partnership proceedings,
        governmental approvals and good standing certificates, if any, which the
        Mandated Lead Arranger may have reasonably requested in connection therewith,
        such documents and papers, where appropriate, to be certified by proper
        corporate or governmental authorities.

       

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

       

      7.03  Pledge
        and Security Agreement.  Each Credit Party which owns or operates
        a Existing Vessel shall have (x) duly authorized, executed and delivered
        the Pledge Agreement and shall have (A) delivered to the Collateral Agent,
        as pledgee, all the Pledged Securities referred to therein, together with
        executed and undated stock powers in the case of capital stock constituting
        Pledged Securities, and (B) otherwise complied with all of the requirements
        set forth in the Pledge Agreement and (y) duly authorized, executed and
        delivered any other related documentation necessary or advisable to perfect
        the
        Lien on the Pledge Agreement Collateral referred to therein in the respective
        jurisdictions of formation of the respective Subsidiary Guarantor and the
        Borrower shall have executed and delivered to the Administrative Agent the
        Jinhui Pledge in such form reasonably acceptable to the Administrative
        Agent.

       

      7.04  Assignments
        of Earnings, Insurances and Charter.  Each Credit Party which owns
        or operates a Existing Vessel shall have duly authorized, executed and delivered
        an Assignment of Earnings, an Assignment of Insurances and an Assignment
        of
        Charters, together covering all of such Credit Party’s present and future
        Earnings and Insurance Collateral, in each case together with:

       

      (i)  proper
        Financing Statements (Form UCC-1) fully executed for filing under the UCC
        or in
        other appropriate filing offices of each jurisdiction as may be necessary,
        or in
        the reasonable opinion of the Collateral Agent desirable, to perfect the
        security interests purported to be created by the Assignment of Earnings,
        Assignment of Charters and the Assignment of Insurances;

       

      (ii)  certified
        copies of Requests for Information or Copies (Form UCC-11), or equivalent
        reports, listing all effective financing statements that name such Credit
        Party
        as debtor and that are filed in the jurisdictions referred to in Section
        7.04(i)
        above, together with copies of such other financing statements (none of which
        shall cover the Collateral except to the extent evidencing Permitted Liens
        unless in respect of which the Collateral Agent shall have received Form
        UCC-3
        Termination Statements (or such other termination statements as shall be
        required by local law) fully executed for filing if required by applicable
        laws); and

       

      (iii)  evidence
        that all other actions necessary, or in the reasonable opinion of the Collateral
        Agent desirable, to perfect and protect the security interests purported
        to be
        created by the Assignment of Earnings, the Assignment of Insurances and the
        Assignment of Charters have been taken.

       

      7.05  Control
        Agreement.  The Borrower, each Subsidiary Guarantor, the
        Collateral Agent and Nordea Bank Finland PLC, New York Branch, as deposit
        bank
        shall have duly executed and delivered a Control Agreement in the form attached
        to the Pledge Agreement with respect to each Operating Account.

       

      7.06  Mortgages.  Each
        Credit Party which owns or operates a Existing Vessel shall have duly
        authorized, executed and delivered, and caused to be recorded in the appropriate
        vessel registry, a Vessel Mortgage with respect to each Existing Vessel owned
        or
        operated by such Credit Party on such date and such Vessel Mortgages shall
        be
        effective to create in favor of

       

       

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

       

      the
        Collateral Agent and/or the Lenders a legal, valid and enforceable first
        priority security interest in and lien upon such Vessels, subject only to
        Permitted Liens.  Except as specifically provided above, all filings,
        deliveries of instruments and other actions necessary or desirable in the
        reasonable opinion of the Collateral Agent to perfect and preserve such security
        interests shall have been duly effected and the Collateral Agent shall have
        received evidence thereof in form and substance reasonably satisfactory to
        the
        Collateral Agent.

       

      7.07  Certificates
        of Ownership; Searches; Class Certificates; Appraisal Reports;
        Mortgages.  The Administrative Agent shall have received each of
        the following with respect to each Existing Vessel owned or operated by a
        Credit
        Party:

       

      (i)  certificates
        of ownership from appropriate authorities showing (or confirmation updating
        previously reviewed certificates and indicating) the registered ownership
        of
        such Existing Vessel by the relevant Subsidiary Guarantor;

       

      (ii)  the
        results of maritime registry searches with respect to such Existing Vessel,
        indicating no record liens other than Liens in favor of the Collateral Agent
        and/or the Lenders, Permitted Liens and Liens being discharged contemporaneously
        with such acquisition;

       

      (iii)  class
        certificates from a classification society listed on Schedule IX hereto or
        another internationally recognized classification society acceptable to the
        Collateral Agent, indicating that such Existing Vessel meets the criteria
        specified in Section 9.23;

       

      (iv)  Appraisals
        from at least two Approved Appraisers of such Existing Vessel of recent date
        in
        scope, form and substance reasonably satisfactory to the Administrative Agent;
        and

       

      (v)  a
        report,
        in form and scope reasonably satisfactory to the Administrative Agent, from
        a
        firm of independent marine insurance brokers reasonably acceptable to the
        Administrative Agent with respect to the insurance maintained by the Credit
        Parties in respect of such Existing Vessel, together with a certificate from
        such broker certifying that such insurances (i) are placed with such
        insurance companies and/or underwriters and/or clubs, in such amounts, against
        such risks, and in such form, as are customarily insured against by similarly
        situated insureds for the protection of the Administrative Agent and/or the
        Lenders as mortgagee and (ii) conform with the insurance requirements of
        the respective Vessel Mortgage.

       

      7.08  Management
        and Service Agreements.  There shall have been delivered to the
        Administrative Agent or its counsel true and correct copies of the following
        documents:

       

      (i)  all
        Management Agreements with respect to the Subsidiary Guarantor of each Existing
        Vessel not delivered on or prior to the Collateral Delivery Date;
        and

       

      (ii)  all
        Service Agreements entered into between the Borrower and its Subsidiaries
        not
        delivered on or prior to the Collateral Delivery Date;

       

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

       

      all
        of
        which Management Agreements and Service Agreements shall be in form and
        substance reasonably satisfactory to the Mandated Lead Arranger and shall
        be in
        full force and effect on such Collateral Delivery Date.

       

      7.09  Environmental
        Laws.  There shall not exist any condition or occurrence on or
        arising from any Existing Vessel or property owned or operated or occupied
        by
        the Borrower or any of its Subsidiaries that (a) results in noncompliance
        by the Borrower or such Subsidiary with any applicable Environmental Law
        that
        has had, or could reasonably be expect to have, a Material Adverse Effect
        or
        (b) could reasonably be expected to form the basis of a Environmental Claim
        against the Borrower or any of its Subsidiaries or any property (including,
        without limitation, the related Existing Vessel), which in any such case
        individually or in the aggregate could reasonably be expected to have a Material
        Adverse Effect.

       

      SECTION
        8.  Conditions
        Precedent.

       

      8.01  Conditions
        Precedent to all Credit Events.  The obligation of each Lender to
        make Loans on each Borrowing Date (including Loans made on the Initial Borrowing
        Date), and the obligation of any Issuing Lender to issue any Letter of Credit
        (each, a “Credit Event”) is subject at the time of such Credit Event to
        the satisfaction or waiver of the following conditions:

       

      (a)  No
        Default; Representations and Warranties.  At the time of such
        Credit Event and also after giving effect thereto (i) there shall exist no
        Default or Event of Default and (ii) all representations and warranties
        contained herein or in any other Credit Document shall be true and correct
        in
        all material respects both before and after giving effect to such Credit
        Event
        with the same effect as though such representations and warranties had been
        made
        on the date of such Credit Event (it being understood and agreed that any
        representation or warranty which by its terms is made as of a specified date
        shall be required to be true and correct in all material respects only as
        of
        such specified date).

       

      (b)  Notice
        of Borrowing; Letter of Credit Request.  (i)  Prior to
        such Loan, the Administrative Agent shall have received a Notice of Borrowing
        required by Section 1.03(a).

       

      (ii)  Prior
        to
        the issuance of each Letter of Credit, the Administrative Agent and the
        respective Issuing Lender shall have received a Letter of Credit Request
        meeting
        the requirements of Section 2.02.

       

      (c)  Aggregate
        Amount of Loans and Letters of Credit.  (i)  On each
        Borrowing Date following the Borrowing Date for the Refinancing Loan, the
        aggregate Appraised Value of the Mortgaged Vessels shall be at least 130%
        of the
        aggregate amount of all Loans and Letter of Credit Outstandings (determined
        on a
pro forma basis giving effect to such Loan being made and/or Letter of
        Credit being issued).

       

      (ii)  On
        each
        Borrowing Date, the aggregate amount of all Loans which are then outstanding
        (determined on a proforma basis giving effect to such Loan being
        made), the proceeds of which have been used or will be used to fund working
        capital requirements of the Borrower and its Subsidiaries, shall not exceed
        $50,000,000.

       

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

       

      (iii)  On
        each
        Borrowing Date, the aggregate amount of Letters of Credit Outstandings
        (determined on a pro forma basis giving effect to such Letters of
        Credit being issued) shall not exceed $50,000,000.

       

      8.02  Conditions
        Precedent to all Vessel Acquisition Loans.  The obligation of each
        Lender to make Vessel Acquisition Loans to the Borrower the proceeds of which
        shall be utilized to fund the acquisition of Additional Vessels is subject
        at
        the time of making such Vessel Acquisition Loans to the satisfaction or waiver
        of the following conditions:

       

      (a)  Opinions
        of Counsel.  (i)  On each Borrowing Date of a Vessel
        Acquisition Loan (each a “Vessel Acquisition Borrowing Date”), the
        Administrative Agent shall have received from Kramer Levin Naftalis &
Frankel LLP, special New York counsel to the Borrower and its Subsidiaries,
        an
        opinion addressed to the Administrative Agent and each of the Lenders and
        dated
        such Borrowing Date which shall (x) be in form and substance reasonably
        acceptable to the Mandated Lead Arranger and (y) cover the perfection of
        the security interests (other than those to be covered by opinions delivered
        pursuant to clauses (ii) through (iii) below) granted pursuant to the Security
        Documents and such other matters incidental to the transactions contemplated
        herein as the Mandated Lead Arranger may reasonably request;

       

      (ii)  On
        each
        Vessel Acquisition Borrowing Date, the Administrative Agent shall have received
        from Reeder & Simpson P.C., special Marshall Islands counsel to the Borrower
        and its Subsidiaries (or such other counsel reasonably satisfactory to the
        Administrative Agent), an opinion addressed to the Administrative Agent and
        each
        of the Lenders and dated such Borrowing Date which shall (x) be in form and
        substance reasonably acceptable to the Mandated Lead Arranger and (y) cover
        the perfection of the security interests granted pursuant to the Vessel
        Mortgages and such other matters incidental thereto as the Mandated Lead
        Arranger may reasonably request; and

       

      (iii)  On
        each
        Vessel Acquisition Borrowing Date, the Administrative Agent shall have received
        from (1) if the relevant Additional Vessel is to be registered under Hong
        Kong flag, Johnson Stokes & Master, special Hong Kong counsel to the
        Administrative Agent, (2) if the relevant Additional Vessel is to be
        registered under the Marshall Islands flag, Reeder & Simpson P.C., special
        Marshall Islands counsel to the Borrower, (3) Constantine
        P. Georgiopoulos, special New York maritime counsel to the
        Borrower and its Subsidiaries or (4) if the relevant Additional Vessel is
        to be registered in an Acceptable Flag Jurisdiction other than Hong Kong
        or the
        Marshall Islands, special counsel to the Administrative Agent of such Acceptable
        Flag Jurisdiction, which shall be reasonably acceptable to the Administrative
        Agent, an opinion addressed to the Administrative Agent and each of the Lenders
        and dated such Borrowing Date, which shall (x) be in form and substance
        reasonably acceptable to the Administrative Agent and (y) cover the
        perfection of the security interests granted pursuant to the Vessel Mortgage(s)
        and such other matters incident thereto as the Administrative Agent may
        reasonably request.

       

      (b)  Corporate
        Documents; Proceedings; etc.  (i)  On each Vessel
        Acquisition Borrowing Date, the Mandated Lead Arranger shall have received
        a
        certificate, dated such Borrowing Date, signed by an Authorized Officer,
        member
        or general partner of the Credit Party consummating the Vessel Acquisition
        on
        such date, and attested to by the secretary or any

       

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

       

       

      assistant
        secretary (or, to the extent such Credit Party does not have a secretary
        or
        assistant secretary, the analogous Person within such Credit Party) of such
        Credit Party, as the case may be, in the form of Exhibit D, with appropriate
        insertions, together with copies of the Certificate of Incorporation and
        By-Laws
        (or equivalent organizational documents) of such Credit Party and the
        resolutions of such Credit Party referred to in such certificate, and the
        foregoing shall be reasonably acceptable to the Mandated Lead
        Arranger.

       

      (ii)  All
        corporate, limited liability company, partnership and legal proceedings,
        and all
        material instruments and agreements in connection with the transactions
        contemplated by this Agreement, shall be reasonably satisfactory in form
        and
        substance to the Mandated Lead Arranger, and the Mandated Lead Arranger shall
        have received all information and copies of all documents and papers, including
        records of corporate, limited liability company and partnership proceedings,
        governmental approvals and good standing certificates, if any, which the
        Mandated Lead Arranger may have reasonably requested in connection therewith,
        such documents and papers, where appropriate, to be certified by proper
        corporate or governmental authorities.

       

      (c)  Subsidiaries
        Guaranty.  On each Vessel Acquisition Borrowing Date, each
        Subsidiary of the Borrower which is consummating a Vessel Acquisition on
        such
        date shall have duly authorized, executed and delivered to the Administrative
        Agent the Guaranty, and the Guaranty shall be in full force and
        effect.

       

      (d)  Pledge
        and Security Agreement.  On each Vessel Acquisition Borrowing
        Date, each Credit Party which is consummating a Vessel Acquisition on such
        date
        shall have (x) duly authorized, executed and delivered the Pledge Agreement
        and shall have (A) delivered to the Collateral Agent, as pledgee, all the
        Pledged Securities referred to therein, together with executed and undated
        stock
        powers in the case of capital stock constituting Pledged Securities, and
        (B) otherwise complied with all of the requirements set forth in the Pledge
        Agreement and (y) duly authorized, executed and delivered any other related
        documentation necessary or advisable to perfect the Lien on the Pledge Agreement
        Collateral referred to therein in the respective jurisdictions of formation
        of
        the respective Subsidiary Guarantor.

       

      (e)  Assignments
        of Earnings, Insurances and Charter.  On each Vessel Acquisition
        Borrowing Date, each Credit Party which is consummating a Vessel Acquisition
        on
        such date shall have duly authorized, executed and delivered an Assignment
        of
        Earnings, an Assignment of Insurances and an Assignment of Charters, together
        covering all of such Credit Party’s present and future Earnings and Insurance
        Collateral, in each case together with:

       

      (i)  proper
        Financing Statements (Form UCC-1) fully executed for filing under the UCC
        or in
        other appropriate filing offices of each jurisdiction as may be necessary,
        or in
        the reasonable opinion of the Collateral Agent desirable, to perfect the
        security interests purported to be created by the Assignment of Earnings,
        Assignment of Charters and the Assignment of Insurances;

       

      (ii)  certified
        copies of Requests for Information or Copies (Form UCC-11), or equivalent
        reports, listing all effective financing statements that name such Credit
        Party
        as debtor and that are filed in the jurisdictions referred to in Section
        8.02(e)(i) above, together

       

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

       

       

       

      with
        copies of such other financing statements (none of which shall cover the
        Collateral except to the extent evidencing Permitted Liens unless in respect
        of
        which the Collateral Agent shall have received Form UCC-3 Termination Statements
        (or such other termination statements as shall be required by local law)
        fully
        executed for filing if required by applicable laws); and

       

      (iii)  evidence
        that all other actions necessary, or in the reasonable opinion of the Collateral
        Agent desirable, to perfect and protect the security interests purported
        to be
        created by the Assignment of Earnings, the Assignment of Insurances and the
        Assignment of Charters have been taken.

       

      (f)  Mortgages.  On
        each Vessel Acquisition Borrowing Date, each Credit Party which is consummating
        a Vessel Acquisition on such date shall have duly authorized, executed and
        delivered, and caused to be recorded in the appropriate vessel registry,
        a
        Vessel Mortgage with respect to each of the Additional Vessels being acquired
        by
        such Credit Party on such Borrowing Date and such Vessel Mortgages shall
        be
        effective to create in favor of the Collateral Agent and/or the Lenders a
        legal,
        valid and enforceable first priority security interest in and lien upon such
        Vessels, subject only to Permitted Liens.  Except as specifically
        provided above, all filings, deliveries of instruments and other actions
        necessary or desirable in the reasonable opinion of the Collateral Agent
        to
        perfect and preserve such security interests shall have been duly effected
        and
        the Collateral Agent shall have received evidence thereof in form and substance
        reasonably satisfactory to the Collateral Agent.

       

      (g)  Certificates
        of Ownership; Searches; Class Certificates; Appraisal Reports;
        Mortgages.  On each Vessel Acquisition Borrowing Date, the
        Administrative Agent shall have received each of the following with respect
        to
        each Vessel being acquired on such Borrowing Date:

       

      (i)  certificates
        of ownership from appropriate authorities showing (or confirmation updating
        previously reviewed certificates and indicating) the registered ownership
        of
        such Vessel by the relevant Subsidiary Guarantor;

       

      (ii)  the
        results of maritime registry searches with respect to such Vessel, indicating
        no
        record liens other than Liens in favor of the Collateral Agent and/or the
        Lenders, Permitted Liens and Liens being discharged contemporaneously with
        such
        acquisition;

       

      (iii)  class
        certificates from a classification society listed on Schedule IX hereto or
        another internationally recognized classification society acceptable to the
        Collateral Agent, indicating that such Vessel meets the criteria specified
        in
        Section 9.24;

       

      (iv)  Appraisals
        from at least two Approved Appraisers of such Vessel of recent date in scope,
        form and substance reasonably satisfactory to the Administrative Agent;
        and

       

      (v)  a
        report,
        in form and scope reasonably satisfactory to the Administrative Agent, from
        a
        firm of independent marine insurance brokers reasonably acceptable to the
        Administrative Agent with respect to the insurance maintained by the Credit
        Parties in respect of such Vessel, together with a certificate from such
        broker
        certifying that such

       

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

       

       

      insurances
        (i) are placed with such insurance companies and/or underwriters and/or
        clubs, in such amounts, against such risks, and in such form, as are customarily
        insured against by similarly situated insureds for the protection of the
        Administrative Agent and/or the Lenders as mortgagee and (ii) conform with
        the insurance requirements of the respective Vessel Mortgage.

       

      (h)  Management
        and Service Agreements.  On each Vessel Acquisition Borrowing
        Date, there shall have been delivered to the Administrative Agent or its
        counsel
        true and correct copies of the following documents:

       

      (i)  all
        Management Agreements with respect to the Subsidiary Guarantor of each
        Additional Vessel not delivered on or prior to the Collateral Delivery Date;
        and

       

      (ii)  all
        Service Agreements entered into between the Borrower and its Subsidiaries
        not
        delivered on or prior to the Collateral Delivery Date;

       

      all
        of
        which Management Agreements and Service Agreements shall be in form and
        substance reasonably satisfactory to the Mandated Lead Arranger and shall
        be in
        full force and effect on the Collateral Delivery Date.

       

      (i)  Environmental
        Laws.  On each Vessel Acquisition Borrowing Date, there shall not
        exist any condition or occurrence on or arising from any Additional Vessel
        or
        property owned or operated or occupied by the Borrower or any of its
        Subsidiaries that (a) results in noncompliance by the Borrower or such
        Subsidiary with any applicable Environmental Law that has had, or could
        reasonably be expect to have, a Material Adverse Effect or (b) could
        reasonably be expected to form the basis of a Environmental Claim against
        the
        Borrower or any of its Subsidiaries or any property (including, without
        limitation, the related Additional Vessel), which in any such case individually
        or in the aggregate could reasonably be expected to have a Material Adverse
        Effect.

       

      8.03  Conditions
        Precedent to the initial Loan for Pre-Delivery Installments of Additional
        Newbuilding Vessels (other than Capesize Vessels).  The obligation
        of each Lender to make Loans to the Borrower the proceeds of which shall
        be
        utilized to fund Pre-Delivery Installments in respect of Newbuilding Vessels
        (other than Capesize Vessels) is subject at the time of making such Loans
        to the
        satisfaction or waiver of the following conditions:

       

      (a)  Opinions
        of Counsel.  (i)  On the Borrowing Date of the initial
        Loan for the initial Pre-Delivery Installment in respect of an Additional
        Newbuilding Vessel, the Administrative Agent shall have received from Kramer
        Levin Naftalis & Frankel LLP, special New York counsel to the Borrower and
        its Subsidiaries, an opinion addressed to the Administrative Agent and each
        of
        the Lenders and dated such Borrowing Date which shall be in form and substance
        reasonably acceptable to the Mandated Lead Arranger and cover the perfection
        of
        the security interests granted pursuant to the Assignment of Construction
        Contract and such other matters incidental to the transactions contemplated
        herein as the Mandated Lead Arranger may reasonably request; and

       

      (ii)  On
        the
        Borrowing Date for the initial Pre-Delivery Installment in respect of an
        Additional Newbuilding Vessel, the Administrative Agent shall have received
        from

       

       

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

       

       

       

      Reeder
        & Simpson P.C., special Marshall Islands counsel to the Borrower and its
        Subsidiaries (or such other counsel reasonably satisfactory to the
        Administrative Agent), an opinion addressed to the Administrative Agent and
        each
        of the Lenders and dated such Borrowing Date which shall be in form and
        substance reasonably acceptable to the Mandated Lead Arranger; and

       

      (b)  Corporate
        Documents; Proceedings; etc.  (i)  On the Borrowing Date
        for the initial Pre-Delivery Installment in respect of an Additional Newbuilding
        Vessel, the Mandated Lead Arranger shall have received a certificate, dated
        such
        Borrowing Date, signed by an Authorized Officer, member or general partner
        of
        the Credit Party consummating the Vessel Acquisition on such date, and attested
        to by the secretary or any assistant secretary (or, to the extent such Credit
        Party does not have a secretary or assistant secretary, the analogous Person
        within such Credit Party) of such Credit Party, as the case may be, in
        substantially the form of Exhibit D, with appropriate insertions, together
        with
        copies of the Certificate of Incorporation and By-Laws (or equivalent
        organizational documents) of such Credit Party and the resolutions of such
        Credit Party referred to in such certificate, and the foregoing shall be
        reasonably acceptable to the Mandated Lead Arranger.

       

      (ii)  All
        corporate, limited liability company, partnership and legal proceedings,
        and all
        material instruments and agreements in connection with the transactions
        contemplated by this Agreement, shall be reasonably satisfactory in form
        and
        substance to the Mandated Lead Arranger, and the Mandated Lead Arranger shall
        have received all information and copies of all documents and papers, including
        records of corporate, limited liability company and partnership proceedings,
        governmental approvals and good standing certificates, if any, which the
        Mandated Lead Arranger may have reasonably requested in connection therewith,
        such documents and papers, where appropriate, to be certified by proper
        corporate or governmental authorities.

       

      (c)  Subsidiaries
        Guaranty.  On the Borrowing Date for the initial Pre-Delivery
        Installment in respect of an Additional Newbuilding Vessel, each Subsidiary
        of
        the Borrower which is entering into a Construction Contract on such date
        shall
        have duly authorized, executed and delivered to the Administrative Agent
        the
        Guaranty, and the Guaranty shall be in full force and effect.

       

      (d)  Pledge
        and Security Agreement.  On the Borrowing Date for the initial
        Pre-Delivery Installment in respect of an Additional Newbuilding Vessel,
        each
        Credit Party which is entering into a Construction Contract on such date
        shall
        have (x) duly authorized, executed and delivered the Pledge Agreement and
        shall have (A) delivered to the Collateral Agent, as pledgee, all the
        Pledged Securities referred to therein, together with executed and undated
        stock
        powers in the case of capital stock constituting Pledged Securities, and
        (B) otherwise complied with all of the requirements set forth in the Pledge
        Agreement and (y) duly authorized, executed and delivered any other related
        documentation necessary or advisable to perfect the Lien on the Pledge Agreement
        Collateral referred to therein in the respective jurisdictions of formation
        of
        the respective Subsidiary Guarantor.

       

      (e)  Assignments
        of Construction Contract.  (i) On the Borrowing Date for the
        initial Pre-Delivery Installment in respect of an Additional Newbuilding
        Vessel,
        each Credit

       

       

       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

       

       

      Party
        entering into a construction contract on such date shall have executed and
        delivered to the Administrative Agent an assignment of the relevant shipbuilding
        contract (the “Assignment of Construction Contract”), to be duly accepted by the
        named builder (the “Builder”) therein, in form and substance satisfactory to the
        Administrative Agent.

       

      (ii)  On
        the
        Borrowing Date for the initial Pre-Delivery Installment in respect of an
        Additional Newbuilding Vessel, each Credit Party which is party to such a
        construction contract shall have executed and delivered to the Administrative
        Agent an assignment of the Builder’s refund guarantees, which guarantees must be
        SAFE registered Chinese refund guarantees if the Builder is a shipyard located
        within the People’s Republic of China, in form and substance satisfactory to the
        Administrative Agent, duly acknowledged by the Builder, from a financial
        institution acceptable to the Administrative Agent.

       

      8.04  Conditions
        Precedent to all Loans in Respect of Deposits Under Purchase Agreements for
        Additional Vessels Other than Capesize Vessels.  The obligation of
        each Lender to make Vessel Acquisition Loans to the Borrower the proceeds
        of
        which shall be utilized to fund deposits in connection with the acquisition
        of
        Additional Vessels (other than Capesize Vessels) is subject at the time of
        making such Vessel Acquisition Loans to the satisfaction or waiver of the
        following conditions:

       

      (a)  Opinions
        of Counsel.  (i)  On the Borrowing Date of a Loan in
        respect of deposits under Purchase Agreements for any Additional Vessel (other
        than a Capesize Vessel), the Administrative Agent shall have received from
        Kramer Levin Naftalis & Frankel LLP, special New York counsel to the
        Borrower and its Subsidiaries, an opinion addressed to the Administrative
        Agent
        and each of the Lenders and dated such Borrowing Date which shall be in form
        and
        substance reasonably acceptable to the Mandated Lead Arranger and cover the
        perfection of the security interests granted pursuant to the Assignment of
        Purchase Contract and such other matters incidental to the transactions
        contemplated herein as the Mandated Lead Arranger may reasonably request;
        and

       

      (ii)  On
        the
        Vessel Acquisition Borrowing Date of a Loan in respect of deposits under
        Purchase Agreements for any Additional Vessel other than a Capesize Vessel,
        the
        Administrative Agent shall have received from Reeder & Simpson P.C., special
        Marshall Islands counsel to the Borrower and its Subsidiaries (or such other
        counsel reasonably satisfactory to the Administrative Agent), an opinion
        addressed to the Administrative Agent and each of the Lenders and dated such
        Borrowing Date which shall be in form and substance reasonably acceptable
        to the
        Mandated Lead Arranger; and

       

      (b)  Corporate
        Documents; Proceedings; etc.  (i)  On the Borrowing Date
        of a Loan in respect of deposits under Purchase Agreements for any Additional
        Vessel (other than a Capesize Vessel), the Mandated Lead Arranger shall have
        received a certificate, dated such Borrowing Date, signed by an Authorized
        Officer, member or general partner of the Credit Party consummating the Vessel
        Acquisition on such date, and attested to by the secretary or any assistant
        secretary (or, to the extent such Credit Party does not have a secretary
        or
        assistant secretary, the analogous Person within such Credit Party) of such
        Credit Party, as the case may be, in substantially the form of Exhibit D,
        with
        appropriate insertions, together with copies of the Certificate of Incorporation
        and By-Laws (or equivalent organizational documents) of such

       

       

      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

       

       

      Credit
        Party and the resolutions of such Credit Party referred to in such certificate,
        and the foregoing shall be reasonably acceptable to the Mandated Lead
        Arranger.

       

      (ii)  All
        corporate, limited liability company, partnership and legal proceedings,
        and all
        material instruments and agreements in connection with the transactions
        contemplated by this Agreement, shall be reasonably satisfactory in form
        and
        substance to the Mandated Lead Arranger, and the Mandated Lead Arranger shall
        have received all information and copies of all documents and papers, including
        records of corporate, limited liability company and partnership proceedings,
        governmental approvals and good standing certificates, if any, which the
        Mandated Lead Arranger may have reasonably requested in connection therewith,
        such documents and papers, where appropriate, to be certified by proper
        corporate or governmental authorities.

       

      (c)  Subsidiaries
        Guaranty.  On the Borrowing Date of a Loan in respect of deposits
        under Purchase Agreements for any Additional Vessel (other than a Capesize
        Vessel), each Subsidiary of the Borrower which is entering into a Purchase
        Contract on such date shall have duly authorized, executed and delivered
        to the
        Administrative Agent the Guaranty, and the Guaranty shall be in full force
        and
        effect.

       

      (d)  Pledge
        and Security Agreement.  On the Borrowing Date of a Loan in
        respect of deposits under Purchase Agreements for any Additional Vessel (other
        than a Capesize Vessel), each Credit Party which is entering into a Purchase
        Contract on such date shall have (x) duly authorized, executed and
        delivered the Pledge Agreement and shall have (A) delivered to the
        Collateral Agent, as pledgee, all the Pledged Securities referred to therein,
        together with executed and undated stock powers in the case of capital stock
        constituting Pledged Securities, and (B) otherwise complied with all of the
        requirements set forth in the Pledge Agreement and (y) duly authorized,
        executed and delivered any other related documentation necessary or advisable
        to
        perfect the Lien on the Pledge Agreement Collateral referred to therein in
        the
        respective jurisdictions of formation of the respective Subsidiary
        Guarantor.

       

      (e)  Assignments
        of Purchase Contract.  On the Borrowing Date of a Loan in respect
        of deposits under Purchase Agreements for any Additional Vessel (other than
        a
        Capesize Vessel), each Credit Party which is consummating a Vessel Acquisition
        on such date shall have executed and delivered to the Administrative Agent
        the
        relevant Assignment of Purchase Contract, to be duly accepted by the named
        the
        Seller named in the Purchase Contract, in form and substance satisfactory
        to the
        Administrative Agent.

       

      The
        acceptance of the proceeds of each Loan and/or the issuance of Letters of
        Credits shall constitute a representation and warranty by the Borrower to
        the
        Administrative Agent and each of the Lenders that all of the applicable
        conditions specified in Section 5 and in this Section 6 and applicable to
        such
        Borrowing or the issuance of such Letter of Credit have been satisfied as
        of
        that time.  All of the applicable Notes, certificates, legal opinions
        and other documents and papers referred to in Section 7 and in this
        Section 8, unless otherwise specified, shall be delivered to the
        Administrative Agent at the Notice Office for the account of each of the
        Lenders
        and, except for the Notes, in sufficient counterparts for each of the Lenders
        and shall be in form and substance reasonably satisfactory to the Administrative
        Agent.

       

       

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

       

       

      SECTION
        9.  Representations,
        Warranties and Agreements.  In order to induce the Lenders to
        enter into this Agreement and to make the Loans and issue (or participate
        in)
        the Letters of Credit, the Borrower makes the following representations,
        warranties and agreements, in each case on the Effective Date and on each
        Borrowing Date thereafter, all of which shall survive the execution and delivery
        of this Agreement and the Notes and the making of the Loans or issuance of
        Letters of Credit, with the incurrence of each Loan or issuance of Letters
        of
        Credit on or after the Effective Date being deemed to constitute a
        representation and warranty that the matters specified in this Section 9
        are
        true and correct in all material respects on and as of the  Effective
        Date and on each Borrowing Date thereafter (it being understood and agreed
        that
        any representation or warranty which by its terms is made as of a specified
        date
        shall be required to be true and correct in all material respects only as
        of
        such specified date):

       

      9.01  Corporate/Limited
        Liability Company/Limited Partnership Status.  Each of the
        Borrower and each of its Subsidiaries (i) is a duly organized and validly
        existing corporation, limited liability company or limited partnership, as
        the
        case may be, in good standing under the laws of the jurisdiction of its
        incorporation or formation, (ii) has the corporate or other applicable
        power and authority to own its property and assets and to transact the business
        in which it is currently engaged and presently proposes to engage and
        (iii) is duly qualified and is authorized to do business and is in good
        standing in each jurisdiction where the conduct of its business as currently
        conducted requires such qualifications, except for failures to be so qualified
        which, either individually or in the aggregate, could not reasonably be expected
        to have a Material Adverse Effect.

       

      9.02  Corporate
        Power and Authority.  Each Credit Party has the corporate or other
        applicable power and authority to execute, deliver and perform the terms
        and
        provisions of each of the Documents to which it is party and has taken all
        necessary corporate or other applicable action to authorize the execution,
        delivery and performance by it of each of such Documents other than in respect
        of the Subsidiary Guarantors who are owners of Existing Vessels and cannot
        enter
        into the documents to which they are to be a party prior to the Borrowing
        Date
        in respect of the Refinancing Loan.  Each Credit Party has duly
        executed and delivered each of the Documents to which it is party, and each
        of
        such Documents constitutes the legal, valid and binding obligation of such
        Credit Party enforceable against such Credit Party in accordance with its
        terms,
        except to the extent that the enforceability thereof may be limited by
        applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
        moratorium or other similar laws generally affecting creditors’ rights and by
        equitable principles (regardless of whether enforcement is sought in equity
        or
        at law).

       

      9.03  No
        Violation.  Neither the execution, delivery or performance by any
        Credit Party of the Documents to which it is a party, nor compliance by it
        with
        the terms and provisions thereof, will (i) contravene any material
        provision of any applicable law, statute, rule or regulation or any applicable
        order, writ, injunction or decree of any court or governmental instrumentality,
        (ii) conflict with or result in any breach of any of the terms, covenants,
        conditions or provisions of, or constitute a default under, or result in
        the
        creation or imposition of (or the obligation to create or impose) any Lien
        (except pursuant to the Security Documents) upon any of the material properties
        or assets of the Borrower or any of its Subsidiaries pursuant to the terms
        of
        any indenture, mortgage, deed of trust, credit agreement or loan agreement,
        or
        any other material agreement, contract or instrument, to which the Borrower
        or
        any of its

       

       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

       

       

      Subsidiaries
        is a party or by which it or any of its material property or assets is bound
        or
        to which it may be subject or (iii) violate any provision of the
        Certificate of Incorporation or By-Laws (or equivalent organizational documents)
        of the Borrower or any of its Subsidiaries.  

       

      9.04  Governmental
        Approvals.  No order, consent, approval, license, authorization or
        validation of, or filing, recording or registration with (except as have
        been
        obtained or made or in the case of any filings or recordings in respect of
        the
        Security Documents (other than the Vessel Mortgages), will be made within
        10
        days of the date such Security Document is required to be executed pursuant
        hereto), or exemption by, any governmental or public body or authority, or
        any
        subdivision thereof, is required to authorize, or is required in connection
        with, (i) the execution, delivery and performance by any Credit Party of
        any Document to which it is a party or (ii) the legality, validity, binding
        effect or enforceability of  any Document to which it is or will be a
        party.

       

      9.05  Financial
        Statements; Financial Condition; Undisclosed
        Liabilities.  (a)  The audited consolidated balance
        sheets of the Borrower as at December 31, 2006 and the unaudited consolidated
        balance sheets of the Borrower as at March 31, 2007 and the related consolidated
        statements of operations and of cash flows for the fiscal period or quarter,
        as
        the case may be, ended on such dates, reported on by and accompanied by,
        in the
        case of the December 31, 2006 financial statements, an unqualified report
        from
        Deloitte & Touche LLP, present fairly the consolidated financial condition
        of the Borrower as at such dates, and the consolidated results of its operations
        and its consolidated cash flows for the respective fiscal period or quarter,
        as
        the case may be, then ended.  All such financial statements, including
        the related schedules and notes thereto, have been prepared in accordance
        with
        GAAP applied consistently throughout the periods involved (except as approved
        by
        the aforementioned firm of accountants and disclosed therein).

       

      (b)  On
        and as
        of each Borrowing Date and after giving effect to all Indebtedness (including
        the Loans) being incurred or assumed and Liens created by the Credit Parties
        in
        connection therewith (i) the sum of the assets, at a fair valuation, of the
        Borrower and on a stand-alone basis and of the Borrower and its Subsidiaries
        taken as a whole will exceed their respective debts, (ii) each of the
        Borrower on a stand-alone basis and the Borrower and its Subsidiaries taken
        as a
        whole have not incurred and do not intend to incur, and do not believe that
        they
        will incur, debts beyond their respective ability to pay such debts as such
        debts mature, and (iii) the Borrower on a stand-alone basis and the
        Borrower and its Subsidiaries taken as a whole will have sufficient capital
        with
        which to conduct their respective businesses.  For purposes of this
        Section 9.05(b), “debt” means any liability on a claim, and “claim” means
        (a) right to payment, whether or not such a right is reduced to judgment,
        liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed,
        undisputed, legal, equitable, secured, or unsecured or (b) right to an
        equitable remedy for breach of performance if such breach gives rise to a
        payment, whether or not such right to an equitable remedy is reduced to
        judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured
        or unsecured.  The amount of contingent liabilities at any time shall
        be computed as the amount that, in the light of all the facts and circumstances
        existing at such time, represents the amount that can reasonably be expected
        to
        become an actual or matured liability.

       

       

      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

       

       

      (c)  Except
        as
        fully disclosed in the balance sheet delivered pursuant to Section 9.05(a),
        there were as of the  Effective Date no liabilities or obligations
        with respect to the Borrower or any of its Subsidiaries of any nature whatsoever
        (whether absolute, accrued, contingent or otherwise and whether or not due)
        which, either individually or in the aggregate, would be materially adverse
        to
        the Borrower and its Subsidiaries taken as a whole.  None of the
        Credit Parties knows of any basis for the assertion against it of any liability
        or obligation of any nature that is not fairly disclosed (including, without
        limitation, as to the amount thereof) in the balance sheets delivered pursuant
        to Section 9.05(a) which, either individually or in the aggregate, could
        be
        materially adverse to the Borrower and its Subsidiaries taken as a
        whole.

       

      (d)  Since
        March 31, 2007, nothing has occurred that, either individually or in the
        aggregate, has had or could reasonably be expected to have a Material Adverse
        Effect.

       

      (e)  Since
        the
        Effective Date, except as permitted in Section 11.03, the Borrower has not
        paid
        any Dividends.

       

      9.06  Litigation.  There
        are no actions, suits, investigations or proceedings by any entity (private
        or
        governmental) pending or, to the knowledge of any Credit Party, threatened
        with
        respect to (i) any Mortgaged Vessel, except for such actions, suits,
        investigations or proceedings with respect to a Mortgaged Vessel which could
        not, either individually or in the aggregate, reasonably be expected to have
        a
        Material Adverse Effect, or (iii) which could reasonably be expected to
        have a Material Adverse Effect.

       

      9.07  True
        and Complete Disclosure.  All factual information (taken as a
        whole) furnished by or on behalf of the Borrower or any of its Subsidiaries
        to
        the Administrative Agent or any Lender (including, without limitation, all
        information contained in the Documents) for purposes of or in connection
        with
        this Agreement, the other Credit Documents or any transaction contemplated
        herein or therein is, and all other such factual information (taken as a
        whole)
        hereafter furnished by or on behalf of the Borrower or any of its Subsidiaries
        in writing to the Administrative Agent or any Lender will be, true and accurate
        in all material respects and not incomplete by omitting to state any fact
        necessary to make such information (taken as a whole) not misleading in any
        material respect at such time as such information was provided.

       

      9.08  Use
        of
        Proceeds; Margin Regulations.  (a)  All proceeds of the
        Loans shall be used to (i) refinance the Existing Credit Agreement and
        Revolving Credit Agreement, (ii) fund up to 100% of the acquisition costs
        of the Capesize Vessels of up to One Billion One Hundred Eleven Million United
        States Dollars (US$1,111,000,000), including any required Capesize Vessel
        Deposit, (iii) fund acquisition costs of any Additional Vessels, including
        any required Additional Vessel Deposit or any Pre-Delivery Installation,
        (iv)
        fund working capital requirements of the Borrower and its Subsidiaries in
        a
        maximum aggregate amount of up to $50,000,000 in Loans at any time, and (v)
        the
        issuance of up to US$50,000,000 in standby letters of credit.

       

      (b)  No
        part
        of the proceeds of any Loan or any Letter of Credit will be used to purchase
        or
        carry any Margin Stock or to extend credit for the purpose of purchasing
        or
        carrying any Margin Stock.  Neither the making of any Loan nor the use
        of the proceeds thereof nor the

       

       

       

      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      

       

       

       

      use
        of
        any Letter of Credit will violate or be inconsistent with the provisions
        of
        Regulations T, U or X of the Board of Governors of the Federal Reserve
        System.

       

      9.09  Tax
        Returns and Payments.  Each of the Borrower and each of its
        Subsidiaries has timely filed all U.S. federal income tax returns, statements,
        forms and reports for taxes and all other material U.S. and non-U.S. tax
        returns, statements, forms and reports for taxes required to be filed by
        or with
        respect to the income, properties or operations of the Borrower and/or any
        of
        its Subsidiaries (the “Returns”).  The Returns accurately
        reflect in all material respects all liability for taxes of the Borrower
        and its
        Subsidiaries for the periods covered thereby.  The Borrower and each
        of its Subsidiaries have at all times paid, or have provided adequate reserves
        (in accordance with GAAP) for the payment of, all material taxes payable
        by
        them.  There is no material action, suit, proceeding, investigation,
        audit, or claim now pending or, to the best knowledge of the Borrower or
        any of
        its Subsidiaries, threatened by any authority regarding any taxes relating
        to
        the Borrower or any of its Subsidiaries.  Neither the Borrower nor any
        of its Subsidiaries has entered into an agreement or waiver or been requested
        to
        enter into an agreement or waiver extending any statute of limitations relating
        to the payment or collection of taxes of the Borrower or any of its
        Subsidiaries, or is aware of any circumstances that would cause the taxable
        years or other taxable periods of the Borrower or any of its Subsidiaries
        not to
        be subject to the normally applicable statute of
        limitations.  

       

      9.10  Compliance
        with ERISA.  (i) Schedule VII sets forth, as of the Effective
        Date, each Plan.  Each Plan, other than any Multiemployer Plan (and
        each related trust, insurance contract or fund), is in substantial compliance
        with its terms and with all applicable laws, including without limitation
        ERISA
        and the Code; each Plan, other than any Multiemployer Plan (and each related
        trust, if any), which is intended to be qualified under Section 401(a) of
        the
        Code has received a determination letter from the Internal Revenue Service
        to
        the effect that it meets the requirements of Sections 401(a) and 501(a) of
        the
        Code; no Reportable Event has occurred; to the best knowledge of the Borrower
        or
        any of its Subsidiaries or ERISA Affiliates, no Plan which is a Multiemployer
        Plan is insolvent or in reorganization; no Plan has an Unfunded Current
        Liability in an amount material to the Borrower’s operation; no Plan (other than
        a Multiemployer Plan) which is subject to Section 412 of the Code or Section
        302
        of ERISA has an accumulated funding deficiency within the meaning of such
        sections of the Code or ERISA, or has applied for or received a waiver of
        an
        accumulated funding deficiency or an extension of any amortization period
        within
        the meaning of Section 412 of the Code or Section 303 or 304 of ERISA; all
        contributions required to be made with respect to a Plan have been or will
        be
        timely made (except as disclosed on Schedule VII); neither the Borrower nor
        any
        of its Subsidiaries nor any ERISA Affiliate has incurred any material liability
        (including any indirect, contingent or secondary liability) to or on account
        of
        a Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069,
        4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971 or 4975 of the Code
        or
        expects to incur any such liability under any of the foregoing sections with
        respect to any Plan; no condition exists which presents a material risk to
        the
        Borrower or any of its Subsidiaries or any ERISA Affiliate of incurring a
        liability to or on account of a Plan pursuant to the foregoing provisions
        of
        ERISA and the Code; no proceedings have been instituted by the PBGC to terminate
        or appoint a trustee to administer any Plan (in the case of a Multiemployer
        Plan, to the best knowledge of the Borrower or any of its Subsidiaries or
        ERISA
        Affiliates) which is subject to Title IV of ERISA; no action, suit, proceeding,
        hearing, audit or investigation with respect to the administration, operation
        or
        the investment of assets of any Plan

       

       

       

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

       

       

      (other
        than routine claims for benefits) is pending, or, to the best knowledge of
        the
        Borrower or any of its Subsidiaries, expected or threatened which could
        reasonably be expected to have a Material Adverse Effect; using actuarial
        assumptions and computation methods consistent with Part 1 of subtitle E
        of
        Title IV of ERISA, the Borrower and its Subsidiaries and ERISA Affiliates
        would
        have no liabilities to any Plans which are Multiemployer Plans in the event
        of a
        complete withdrawal therefrom in an amount which could reasonably be expected
        to
        have a Material Adverse Effect; each group health plan (as defined in Section
        607(1) of ERISA or Section 4980B(g)(2) of the Code) which covers or has covered
        employees or former employees of the Borrower, any of its Subsidiaries, or
        any
        ERISA Affiliate has at all times been operated in material compliance with
        the
        provisions of Part 6 of subtitle B of Title I of ERISA and Section 4980B
        of the
        Code; no lien imposed under the Code or ERISA on the assets of the Borrower
        or
        any of its Subsidiaries or any ERISA Affiliate exists nor has any event occurred
        which could reasonably be expected to give rise to any such lien on account
        of
        any Plan; and the Borrower and its Subsidiaries do not maintain or contribute
        to
        any employee welfare plan (as defined in Section 3(1) of ERISA) which provides
        benefits to retired employees or other former employees (other than as required
        by Section 601 of ERISA) or any Plan the obligations with respect to which
        could
        reasonably be expected to have a Material Adverse Effect.

       

      (ii)  Each
        Foreign Pension Plan, if any, has been maintained in substantial compliance
        with
        its terms and with the requirements of any and all applicable laws, statutes,
        rules, regulations and orders and has been maintained, where required, in
        good
        standing with applicable regulatory authorities.  All contributions
        required to be made with respect to a Foreign Pension Plan have been or will
        be
        timely made.  Neither the Borrower nor any of its Subsidiaries has
        incurred any obligation in connection with the termination of or withdrawal
        from
        any Foreign Pension Plan that could reasonably be expected to have a Material
        Adverse Effect.  Neither the Borrower nor any of its Subsidiaries
        maintains or contributes to any Foreign Pension Plan the obligations with
        respect to which could in the aggregate reasonably be expected to have a
        Material Adverse Effect.

       

      9.11  The
        Security Documents.  After the execution and delivery thereof and
        upon the taking of the actions mentioned in the immediately succeeding sentence,
        each of the Security Documents will create in favor of the Collateral Agent
        for
        the benefit of the Secured Creditors a legal, valid and enforceable fully
        perfected first priority security interest in and Lien on all right, title
        and
        interest of the Credit Parties party thereto in the Collateral described
        therein, subject to no other Liens subject only to Permitted
        Liens.  No filings or recordings are required in order to perfect the
        security interests created under any Security Document except for filings
        or
        recordings which shall be (x) on or prior to the Collateral Delivery Date,
        in the case of the respective Vessel Mortgages, Assignment of Earnings,
        Assignment of Insurances and Assignment of Charters in respect of the initial
        Mortgaged Vessels, or (y) on or prior to the respective Vessel Acquisition
        Borrowing Date, in case of the respective Vessel Mortgages, Assignment of
        Earnings, Assignment of Insurance and Assignment of Charters in respect of
        the
        Additional Vessels acquired on such Vessel Acquisition Borrowing Date or
        (z) on or prior to the tenth day after the respective Borrowing Date (as
        applicable) in the case of all other Collateral.

       

      9.12  Representations
        and Warranties in Documents.  On each Borrowing Date, all
        representations and warranties made by the Borrower and its Subsidiaries
        in the
        other Credit 

       

       

       

      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

       

       

      Documents
        were true and correct in all material respects at the time as of which such
        representations and warranties were made (or deemed made).

       

      9.13  Subsidiaries.  On
        the Effective Date, the Borrower has no Subsidiaries other than those
        Subsidiaries listed on Schedule VIII (which Schedule identifies the correct
        legal name, direct owner, percentage ownership and jurisdiction of organization
        of each such Subsidiary on the date hereof).

       

      9.14  Compliance
        with Statutes, etc.  Each of the Borrower and each of its
        Subsidiaries is in compliance in all material respects with all applicable
        statutes, regulations and orders of, and all applicable restrictions imposed
        by,
        all governmental bodies, domestic or foreign, in respect of the conduct of
        its
        business and the ownership of its property, except such noncompliances as
        could
        not, either individually or in the aggregate, reasonably be expected to have
        a
        Material Adverse Effect.

       

      9.15  Investment
        Company Act.  Neither the Borrower nor any of its Subsidiaries is
        an “investment company” or a company “controlled” by an “investment company,”
within the meaning of the Investment Company Act of 1940, as
        amended.

       

      9.16  Pollution
        and Other Regulations.  Each of the Borrower and each of its
        Subsidiaries is in compliance with all applicable Environmental Laws governing
        its business, except for such failures to comply as are not reasonably likely
        to
        have a Material Adverse Effect, and neither the Borrower nor any of its
        Subsidiaries is liable for any material penalties, fines or forfeitures for
        failure to comply with any of the foregoing.  All licenses, permits,
        registrations or approvals required for the business of the Borrower and
        each of
        its Subsidiaries, as conducted as of the Effective Date, under any Environmental
        Law have been secured and each of the Borrower and each of its Subsidiaries
        is
        in substantial compliance therewith, except for such failures to secure or
        comply as are not reasonably likely to have a Material Adverse
        Effect.  Neither the Borrower nor any of its Subsidiaries is in any
        respect in noncompliance with, breach of or default under any applicable
        writ,
        order, judgment, injunction, or decree to which the Borrower or such Subsidiary
        is a party or which would affect the ability of the Borrower or such Subsidiary
        to operate any Mortgaged Vessel, Real Property or other facility and no event
        has occurred and is continuing which, with the passage of time or the giving
        of
        notice or both, would constitute noncompliance, breach of or default thereunder,
        except in each such case, such noncompliances, breaches or defaults as are
        not
        likely to, either individually or in the aggregate, have a Material Adverse
        Effect.  There are no Environmental Claims pending or, to the
        knowledge of the Borrower, threatened against the Borrower or any of its
        Subsidiaries which, either individually or in the aggregate, are reasonably
        likely to have a Material Adverse Effect.  There are no facts,
        circumstances, conditions or occurrences on any Mortgaged Vessel, Real Property
        or other facility owned or operated by the Borrower or any of its Subsidiaries
        that is reasonably likely (i) to form the basis of an Environmental Claim
        against the Borrower, any of its Subsidiaries or any Mortgaged Vessel, Real
        Property or other facility owned by the Borrower or any of its Subsidiaries,
        or
        (ii) to cause such Mortgaged Vessel, Real Property or other facility to be
        subject to any restrictions on its ownership, occupancy, use or transferability
        under any Environmental Law, except in each such case, such Environmental
        Claims
        or restrictions that, either individually or in the aggregate, are not
        reasonably likely to have a Material Adverse Effect.

       

       

      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      

       

       

      9.17  Labor
        Relations.  Neither the Borrower nor any of its Subsidiaries is
        engaged in any unfair labor practice that could reasonably be expected to
        have a
        Material Adverse Effect and there is (i) no unfair labor practice complaint
        pending against the Borrower or any of its Subsidiaries or, to the Borrower’
knowledge, threatened against any of them before the National Labor Relations
        Board, and no material grievance or arbitration proceeding arising out of
        or
        under any collective bargaining agreement is so pending against the Borrower
        or
        any of its Subsidiaries or, to the Borrower’ knowledge, threatened against any
        of them, (ii) no strike, labor dispute, slowdown or stoppage pending
        against the Borrower or any of its Subsidiaries or, to the Borrower’ knowledge,
        threatened against the Borrower or any of its Subsidiaries and (iii) no
        union representation proceeding pending with respect to the employees of
        the
        Borrower or any of its Subsidiaries, except (with respect to the matters
        specified in clauses (i), (ii) and (iii) above) as could not, either
        individually or in the aggregate, reasonably be expected to have a Material
        Adverse Effect.

       

      9.18  Patents,
        Licenses, Franchises and Formulas.  Each of the Borrower and each
        of its Subsidiaries owns, or has the right to use, all material patents,
        trademarks, permits, service marks, trade names, copyrights, licenses,
        franchises and formulas, and has obtained assignments of all leases and other
        rights of whatever nature, necessary for the present conduct of its business,
        without any known conflict with the rights of others, except for such failures
        and conflicts which could not, either individually or in the aggregate,
        reasonably be expected to result in a Material Adverse Effect.

       

      9.19  Indebtedness.  Schedule V
        sets forth a true and complete list of all Indebtedness, other than that
        incurred pursuant to the Existing Credit Facility and the Revolving Credit
        Facility, of the Borrower and its Subsidiaries as of the Effective Date and
        which is to remain outstanding after giving effect to the Effective Date
        (the
“Existing Indebtedness”), in each case showing the aggregate principal
        amount thereof and the name of the borrower and any other entity which directly
        or indirectly guarantees such debt.

       

      9.20  Insurance.  Schedule
        VI sets forth a true and complete listing of all insurance maintained by
        each
        Credit Party as of the Effective Date, with the amounts insured (and any
        deductibles) set forth therein.

       

      9.21  Concerning
        the Vessels.  The name, registered owner (which shall be a
        Subsidiary Guarantor), official number, and jurisdiction of registration
        and
        flag of each Existing Vessel as of the Effective Date are set forth on Schedule
        III.  Each vessel owned or to be owned by a Subsidiary Guarantor or
        the Borrower will be operated in material compliance with all applicable
        law,
        rules and regulations.

       

      9.22  Citizenship.  The
        Borrower and each other Credit Party which owns or operates, or will own
        or
        operate, one or more Mortgaged Vessels is qualified to own and operate such
        Mortgaged Vessels under the laws of Hong Kong or the Republic of the Marshall
        Islands, as may be applicable, or such other jurisdiction in which any such
        Mortgaged Vessels are permitted to be flagged in accordance with the terms
        of
        the respective Vessel Mortgages.

       

      9.23  Vessel
        Classification.  On each Borrowing Date of a Vessel Acquisition
        Loan, and thereafter, each Mortgaged Vessel is or will be, classified in
        the
        highest class available

       

       

      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      

       

       

       

      for
        Vessels of its age and type with a classification society listed on Schedule
        IX
        or another internationally recognized classification society acceptable to
        the
        Administrative Agent, free of any conditions or recommendations, other than
        as
        permitted, or will be permitted, under the Vessel Mortgages.

       

      9.24  No
        Immunity.  The Borrower does not, nor does any other Credit Party
        or any of their respective properties, have any right of immunity on the
        grounds
        of sovereignty or otherwise from the jurisdiction of any court or from setoff
        or
        any legal process (whether through service or notice, attachment prior to
        judgment, attachment in aid of execution, execution or otherwise) under the
        laws
        of any jurisdiction.  The execution and delivery of the Credit
        Documents by the Credit Parties and the performance by them of their respective
        obligations thereunder constitute commercial transactions.

       

      9.25  Fees
        and Enforcement.  No fees or taxes, including, without limitation,
        stamp, transaction, registration or similar taxes, are required to be paid
        to
        ensure the legality, validity, or enforceability of this Agreement or any
        of the
        other Credit Documents other than recording taxes which have been, or will
        be,
        paid as and to the extent due.  Under the laws of Hong Kong or the
        Republic of the Marshall Islands, as applicable, the choice of the laws of
        the
        State of New York as set forth in the Credit Documents which are stated to
        be
        governed by the laws of the State of New York is a valid choice of law, and
        the irrevocable submission by each Credit Party to jurisdiction and consent
        to
        service of process and, where necessary, appointment by such Credit Party
        of an
        agent for service of process, in each case as set forth in such Credit
        Documents, is legal, valid, binding and effective.

       

      9.26  Form
        of Documentation.  Each of the Credit Documents is in proper legal
        form under the laws of the applicable Acceptable Flag Jurisdiction for the
        enforcement thereof under such laws, subject only to such matters which may
        affect enforceability arising under the law of the State of New
        York.  To ensure the legality, validity, enforceability or
        admissibility in evidence of each such Credit Document in the applicable
        Acceptable Flag Jurisdiction, it is not necessary that any Credit Document
        or
        any other document be filed or recorded with any court or other authority
        in the
        applicable Acceptable Flag Jurisdiction, except as have been made, or will
        be
        made, in accordance with Sections 7 and 8.

       

      9.27  Vessel
        Acquisitions.  At the time of consummation of each Vessel
        Acquisition, all necessary material consents and approvals of, and filings
        and
        registrations with, and all other actions in respect of, all governmental
        agencies, authorities or instrumentalities required, if any, in order to
        make or
        consummate such Vessel Acquisition will have been obtained, given, filed
        or
        taken and are or will be in full force and effect (or effective judicial
        relief
        with respect thereto has been obtained), (ii) all applicable waiting
        periods with respect thereto have or, prior to the time when required, will
        have, expired without, in all such cases, any action being taken by any
        competent authority which restrains, prevents, or imposes material adverse
        conditions upon any Vessel Acquisition, (iii) no judgment, order or
        injunction prohibiting or imposing material adverse conditions upon any Vessel
        Acquisition, or the incurrence of any Loan or the performance by the Borrower
        or
        any other Credit Party of their respective obligations under the respective
        Credit Documents shall exist and (iv) all actions taken by the Borrower and
        its Subsidiaries pursuant to or in furtherance of such Vessel Acquisitions
        have
        been taken in all material respects in compliance with all applicable
        laws.

       

       

      
        
          
          

        

        
          43

          
            

          

        

        
          
          

        

      

       

      SECTION
        10.  Affirmative
        Covenants.  The Borrower hereby covenants and agrees that on and
        after the Effective Date and until the Total Commitment and all Letters of
        Credit have terminated and the Loans, Notes and Unpaid Drawings, together
        with
        interest, Commitment Commission and all other Obligations incurred hereunder
        and
        thereunder, are paid in full:

       

      10.01  Information
        Covenants.  The Borrower will furnish to the Administrative Agent,
        with sufficient copies for each of the Lenders:

       

      (a)  Quarterly
        Financial Statements.  Within 45 days after the close of the first
        three quarterly accounting periods in each fiscal year of the Borrower,
        (i) the consolidated balance sheet of the Borrower and its Subsidiaries as
        at the end of such quarterly accounting period and the related consolidated
        statements of income and cash flows, in each case for such quarterly accounting
        period and for the elapsed portion of the fiscal year ended with the last
        day of
        such quarterly accounting period, and in each case, setting forth comparative
        figures for the related periods in the prior fiscal year, all of which shall
        be
        certified by the senior financial officer of the Borrower, subject to normal
        year-end audit adjustments and (ii) management’s discussion and analysis of
        the important operational and financial developments during the fiscal quarter
        and year-to-date periods.

       

      (b)  Annual
        Financial Statements.  Within 90 days after the close of each
        fiscal year of the Borrower, (i) the consolidated balance sheet of the
        Borrower and its Subsidiaries as at the end of such fiscal year and the related
        consolidated statements of income and retained earnings and of cash flows
        for
        such fiscal year setting forth comparative figures for the preceding fiscal
        year
        and certified by an independent certified public accountants of recognized
        national standing reasonably acceptable to the Administrative Agent, together
        with a report of such accounting firm stating that in the course of its regular
        audit of the financial statements of the Borrower and its Subsidiaries, which
        audit was conducted in accordance with generally accepted auditing standards,
        such accounting firm obtained no knowledge of any Default or Event of Default
        pursuant to Sections 11.07 through 11.11, inclusive, which has occurred and
        is
        continuing or, if in the opinion of such accounting firm such a Default or
        Event
        of Default has occurred and is continuing, a statement as to the nature thereof
        and (ii) management’s discussion and analysis of the important operational
        and financial developments during such fiscal year.

       

      (c)  Appraisal
        Reports.  Within 45 days after the close of the second and the
        fourth quarterly accounting periods in each fiscal year of the Borrower,
        and at
        any other time within 33 days of the written request of the Administrative
        Agent, Appraisals for each Mortgaged Vessel of recent date in form and substance
        satisfactory to the Administrative Agent and from at least two Approved
        Appraisers.  All such Appraisals shall be conducted by, and made at
        the expense of, the Borrower (it being understood that the Administrative
        Agent
        may and, at the request of the Required Lenders, shall, upon notice to the
        Borrower, obtain such Appraisals and that the cost of all such Appraisals
        will
        be for the account of the Borrower); provided that unless a Default or an
        Event of Default has occurred and is continuing, in no event shall the Borrower
        be required to pay for Appraisals obtained pursuant to this
        Section 10.01(c) on more than two occasions in any single fiscal year of
        the Borrower, with the cost of any such reports in excess thereof to be paid
        by
        the Lenders on a prorata basis.

       

       

      
        
          
          

        

        
          44

          
            

          

        

        
          
          

        

      

       

       

      (d)  Projections,
        etc.  As soon as available but not more than 45 days after the
        commencement of each fiscal year of the Borrower beginning with its fiscal
        year
        commencing on January 1, 2008, a budget of the Borrower and its Subsidiaries
        in
        reasonable detail for each of the twelve months and four fiscal quarters
        of such
        fiscal year.

       

      (e)  Officer’s
        Compliance Certificates.  (i)  At the time of the
        delivery of the financial statements provided for in Sections 10.01(a) and
        (b),
        a certificate of the senior financial officer of the Borrower in the form
        of
        Exhibit I to the effect that, to the best of such officer’s knowledge, no
        Default or Event of Default has occurred and is continuing or, if any Default
        or
        Event of Default has occurred and is continuing, specifying the nature and
        extent thereof (in reasonable detail), which certificate shall (x) set
        forth the calculations required to establish whether the Borrower was in
        compliance with the provisions of Sections 11.07 through 11.11, inclusive,
        at
        the end of such fiscal quarter or year, as the case may be, and (y) certify
        that there have been no changes to any of Schedule VIII and Annexes A through
        F
        of the Pledge Agreement since the Effective Date or, if later, since the
        date of
        the most recent certificate delivered pursuant to this Section 10.01(e)(i),
        or
        if there have been any such changes, a list in reasonable detail of such
        changes
        (but, in each case with respect to this clause (y), only to the extent that
        such
        changes are required to be reported to the Collateral Agent pursuant to the
        terms of such Security Documents) and whether the Borrower and the other
        Credit
        Parties have otherwise taken all actions required to be taken by them pursuant
        to such Security Documents in connection with any such changes.

       

      (ii)  At
        the
        time of a Collateral Disposition or Vessel Exchange in respect of any Mortgaged
        Vessel, a certificate of the senior financial officer of the Borrower which
        certificate shall (x) certify on behalf of the Borrower the last Appraisals
        received pursuant to Section 10.01(c) determining the Aggregate Appraised
        Value
        after giving effect to such disposition or exchange, as the case may be,
        and
        (y) set forth the calculations required to establish whether the Borrower
        is in compliance with the provisions of Section 11.09 after giving effect
        to
        such disposition or exchange, as the case may be.

       

      (f)  Notice
        of Default, Litigation or Event of Loss.  Promptly, and in any
        event within three Business Days after the Borrower obtains knowledge thereof,
        notice of (i) the occurrence of any event which constitutes a Default or an
        Event of Default and which notice shall specify the nature thereof, the period
        of existence thereof and what action the Borrower proposes to take with respect
        thereto, (ii) any litigation or governmental investigation or proceeding
        pending or threatened (x) against the Borrower or any of its Subsidiaries
        which, if adversely determined, could reasonably be expected to have a Material
        Adverse Effect or (y) with respect to any Vessel Acquisition or any
        Document and (iii) any Event of Loss in respect of any Mortgaged
        Vessel.

       

      (g)  Other
        Reports and Filings.  Promptly, copies of all financial
        information, proxy materials and other information and reports, if any, which
        the Borrower or any of its Subsidiaries shall file with the Securities and
        Exchange Commission (or any successor thereto) or deliver to holders of its
        Indebtedness pursuant to the terms of the documentation governing such
        Indebtedness (or any trustee, agent or other representative
        therefore).

       

       

      
        
          
          

        

        
          45

          
            

          

        

        
          
          

        

      

       

       

      (h)  Environmental
        Matters.  Promptly upon, and in any event within five Business
        Days after, the Borrower obtains knowledge thereof, written notice of any
        of the
        following environmental matters occurring after the Effective Date, except
        to
        the extent that such environmental matters could not, either individually
        or in
        the aggregate, be reasonably expected to have a Material Adverse
        Effect:

       

      (i)  any
        Environmental Claim pending or threatened in writing against the Borrower
        or any
        of its Subsidiaries or any Vessel or property owned or operated or occupied
        by
        the Borrower or any of its Subsidiaries;

       

      (ii)  any
        condition or occurrence on or arising from any Vessel or property owned or
        operated or occupied by the Borrower or any of its Subsidiaries that
        (a) results in noncompliance by the Borrower or such Subsidiary with any
        applicable Environmental Law or (b) could reasonably be expected to form
        the basis of an Environmental Claim against the Borrower or any of its
        Subsidiaries or any such Vessel or property;

       

      (iii)  any
        condition or occurrence on any Vessel or property owned or operated or occupied
        by the Borrower or any of its Subsidiaries that could reasonably be expected
        to
        cause such Vessel or property to be subject to any restrictions on the
        ownership, occupancy, use or transferability by the Borrower or such Subsidiary
        of such Vessel or property under any Environmental Law; and

       

      (iv)  the
        taking of any removal or remedial action in response to the actual or alleged
        presence of any Hazardous Material on any Vessel or property owned or operated
        or occupied by the Borrower or any of its Subsidiaries as required by any
        Environmental Law or any governmental or other administrative agency;
provided that in any event the Borrower shall deliver to the
        Administrative Agent all material notices received by the Borrower or any
        of its
        Subsidiaries from any government or governmental agency under, or pursuant
        to,
        CERCLA or OPA.

       

      All
        such
        notices shall describe in reasonable detail the nature of the claim,
        investigation, condition, occurrence or removal or remedial action and the
        Borrower’s or such Subsidiary’s response thereto.  In addition, the
        Borrower will provide the Administrative Agent with copies of all material
        communications with any government or governmental agency and all material
        communications with any Person relating to any Environmental Claim of which
        notice is required to be given pursuant to this Section 10.01(h), and such
        detailed reports of any such Environmental Claim as may reasonably be requested
        by the Administrative Agent or the Required Lenders.

       

      (i)  Minimum
        Consolidated Net Worth Certificate.  Within 10 days of the
        Effective Borrowing Date, a certificate of the senior financial officer of
        the
        Borrower, which certificate shall certify the Minimum Consolidated Net Worth
        and
        the calculations required to establish the Minimum Consolidated Net Worth
        as set
        forth in Sections 11.11 and 13.01 hereto.

       

      (j)  Other
        Information.  From time to time, such other information or
        documents (financial or otherwise) with respect to the Borrower or its
        Subsidiaries as the Administrative Agent or the Required Lenders may reasonably
        request in writing.

       

       

      
        
          
          

        

        
          46

          
            

          

        

        
          
          

        

      

       

       

      10.02  Books,
        Records and Inspections.  The Borrower will, and will cause each
        of its Subsidiaries to, keep proper books of record and account in which
        full,
        true and correct entries, in conformity in all material respects with generally
        accepted accounting principles and all requirements of law, shall be made
        of all
        dealings and transactions in relation to its business.  The Borrower
        will, and will cause each of its Subsidiaries to, permit officers and designated
        representatives of the Administrative Agent and the Lenders as a group to
        visit
        and inspect, during regular business hours and under guidance of officers
        of the
        Borrower or any of its Subsidiaries, any of the properties of the Borrower
        or
        its Subsidiaries, and to examine the books of account of the Borrower or
        such
        Subsidiaries and discuss the affairs, finances and accounts of the Borrower
        or
        such Subsidiaries with, and be advised as to the same by, its and their officers
        and independent accountants, all upon reasonable advance notice and at such
        reasonable times and intervals and to such reasonable extent as the
        Administrative Agent or the Required Lenders may request; provided that,
        unless
        an Event of Default exists and is continuing at such time, the Administrative
        Agent and the Lenders shall not be entitled to request more than two such
        visitations and/or examinations in any fiscal year of the Borrower.

       

      10.03  Maintenance
        of Property; Insurance; Mortgagee Interest
        Insurance.  (a)  The Borrower will, and will cause each
        of its Subsidiaries to, (i) keep all material property necessary in its
        business in good working order and condition (ordinary wear and tear and
        loss or
        damage by casualty or condemnation excepted), (ii) maintain insurance on
        the Mortgaged Vessels in at least such amounts and against at least such
        risks
        as are in accordance with normal industry practice for similarly situated
        insureds and (iii) furnish to the Administrative Agent, at the written
        request of the Administrative Agent or any Lender, a complete description
        of the
        material terms of insurance carried.  In addition to the requirements
        of the immediately preceding sentence, the Borrower will at all times cause
        insurance of the types described in Schedule VI to (x) be maintained (with
        the same scope of coverage as that described in Schedule VI) at levels which
        are
        at least as great as the respective amount described on Schedule VI and
        (y) comply with the insurance requirements of the Vessel
        Mortgages.  

       

      (b)  The
        Borrower will reimburse the Administrative Agent, Collateral Agent and/or
        the
        Lenders for all costs, fees and expenses incurred in relation to mortgagee
        interest insurance; provided that the Borrower shall not be required to
        reimburse the Administrative Agent, Collateral Agent and/or the Lenders for
        any
        costs, fees and expenses incurred in relation to mortgagee interest insurance
        at
        any time (i) the Credit Parties own more than 10 Mortgaged Vessels and
        (ii) the Appraised Value of each Mortgaged Vessels is less than 15% of the
        Aggregate Appraised Value.

       

      10.04  Corporate
        Franchises.  The Borrower will, and will cause each of its
        Subsidiaries, to do or cause to be done, all things necessary to preserve
        and
        keep in full force and effect its existence and its material rights, franchises,
        licenses and patents (if any) used in its business; provided, however, that
        nothing in this Section 10.04 shall prevent (i) sales or other dispositions
        of assets, consolidations or mergers by or involving the Borrower or any
        of its
        Subsidiaries which are permitted in accordance with Section 11.02, (ii) any
        Subsidiary Guarantor from changing the jurisdiction of its organization to
        the
        extent permitted by Section 11.12 or (iii) the abandonment by the Borrower
        or any of its Subsidiaries of any rights, franchises, licenses and patents
        that
        could not be reasonably expected to have a Material Adverse Effect.

       

       

      
        
          
          

        

        
          47

          
            

          

        

        
          
          

        

      

       

       

      10.05  Compliance
        with Statutes, etc.  The Borrower will, and will cause each of its
        Subsidiaries to, comply with all applicable statutes, regulations and orders
        of,
        and all applicable restrictions (including all laws and regulations relating
        to
        money laundering) imposed by, all governmental bodies, domestic or foreign,
        in
        respect of the conduct of its business and the ownership of its property,
        except
        such non-compliances as could not, either individually or in the aggregate,
        reasonably be expected to have a Material Adverse Effect.

       

      10.06  Compliance
        with Environmental Laws.  (a)  The Borrower will, and
        will cause each of its Subsidiaries to, comply in all material respects with
        all
        Environmental Laws applicable to the ownership or use of any Vessel or property
        now or hereafter owned or operated by the Borrower or any of its Subsidiaries,
        will within a reasonable time period pay or cause to be paid all costs and
        expenses incurred in connection with such compliance (except to the extent
        being
        contested in good faith), and will keep or cause to be kept all such Vessel
        or
        property free and clear of any Liens imposed pursuant to such Environmental
        Laws.  Neither the Borrower nor any of its Subsidiaries will generate,
        use, treat, store, release or dispose of, or permit the generation, use,
        treatment, storage, release or disposal of, Hazardous Materials on any Vessel
        or
        property now or hereafter owned or operated or occupied by the Borrower or
        any
        of its Subsidiaries, or transport or permit the transportation of Hazardous
        Materials to or from any ports or property except in material compliance
        with
        all applicable Environmental Laws and as reasonably required by the trade
        in
        connection with the operation, use and maintenance of any such property or
        otherwise in connection with their businesses.  The Borrower will, and
        will cause each of its Subsidiaries to, maintain insurance on the Vessels
        in at
        least such amounts as are in accordance with normal industry practice for
        similarly situated insureds, against losses from oil spills and other
        environmental pollution.

       

      (b)  At
        the
        written request of the Administrative Agent or the Required Lenders, which
        request shall specify in reasonable detail the basis therefore, at any time
        and
        from time to time, the Borrower will provide, at the Borrower’s sole cost and
        expense, an environmental assessment of any Mortgaged Vessel by such Vessel’s
        classification society (to the extent such classification society is listed
        on
        Schedule IX hereto) or another internationally recognized classification
        society
        acceptable to the Administrative Agent.  If said classification
        society, in its assessment, indicates that such Mortgaged Vessel is not in
        compliance with the Environmental Laws, said society shall set forth potential
        costs of the remediation of such non-compliance; provided that such
        request may be made only if (i) there has occurred and is continuing an
        Event of Default, (ii) the Administrative Agent or the Required Lenders
        reasonably and in good faith believe that the Borrower, any of its Subsidiaries
        or any such Mortgaged Vessel is not in compliance with Environmental Law
        and
        such non-compliance could reasonably be expected to have a Material Adverse
        Effect, or (iii) circumstances exist that reasonably could be expected to
        form the basis of a material Environmental Claim against the Borrower or
        any of
        its Subsidiaries or any such Mortgaged Vessel.  If the Borrower fails
        to provide the same within 90 days after such request was made, the
        Administrative Agent may order the same and the Borrower shall grant and
        hereby
        grants to the Administrative Agent and the Lenders and their agents access
        to
        such Mortgaged Vessel and specifically grants the Administrative Agent and
        the
        Lenders an irrevocable non-exclusive license, subject to the rights of tenants,
        to undertake such an assessment, all at the Borrower’s expense.

       

       

      
        
          
          

        

        
          48

          
            

          

        

        
          
          

        

      

       

       

      10.07  ERISA.  As
        soon as reasonably possible and, in any event, within ten (10) days after
        the
        Borrower or any of its Subsidiaries or any ERISA Affiliate knows or has reason
        to know of the occurrence of any of the following, the Borrower will deliver
        to
        the Administrative Agent, with sufficient copies for each of the Lenders,
        a
        certificate of the senior financial officer of the Borrower setting forth
        the
        full details as to such occurrence and the action, if any, that the Borrower,
        such Subsidiary or such ERISA Affiliate is required or proposes to take,
        together with any notices required or proposed to be given to or filed with
        or
        by the Borrower, the Subsidiary, the ERISA Affiliate, the PBGC, a Plan
        participant or the Plan administrator with respect thereto:  that a
        Reportable Event has occurred (except to the extent that the Borrower has
        previously delivered to the Administrative Agent a certificate and notices
        (if
        any) concerning such event pursuant to the next clause hereof); that a
        contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan
        subject to Title IV of ERISA is subject to the advance reporting requirement
        of
        PBGC Regulation Section 4043.61 (without regard to subparagraph (b)(1) thereof),
        and an event described in subsection .62, .63, .64, .65, .66, .67 or .68
        of PBGC
        Regulation Section 4043 is reasonably expected to occur with respect to such
        Plan within the following 30 days; that an accumulated funding deficiency,
        within the meaning of Section 412 of the Code or Section 302 of ERISA, has
        been
        incurred or an application may be or has been made for a waiver or modification
        of the minimum funding standard (including any required installment payments)
        or
        an extension of any amortization period under Section 412 of the Code or
        Section
        303 or 304 of ERISA with respect to a Plan; that any contribution required
        to be
        made with respect to a Plan or Foreign Pension Plan has not been timely made
        and
        such failure could result in a material liability for the Borrower or any
        of its
        Subsidiaries; that a Plan has been or may be reasonably expected to be
        terminated, reorganized, partitioned or declared insolvent under Title IV
        of
        ERISA with a material amount of unfunded benefit liabilities; that a Plan
        (in
        the case of a Multiemployer Plan, to the best knowledge of the Borrower or
        any
        of its Subsidiaries or ERISA Affiliates) has a material Unfunded Current
        Liability; that proceedings may be reasonably expected to be or have been
        instituted by the PBGC to terminate or appoint a trustee to administer a
        Plan
        which is subject to Title IV of ERISA; that a proceeding has been instituted
        pursuant to Section 515 of ERISA to collect a material delinquent contribution
        to a Plan; that the Borrower, any of its Subsidiaries or any ERISA Affiliate
        will or may reasonably expect to incur any material liability (including
        any
        indirect, contingent, or secondary liability) to or on account of the
        termination of or withdrawal from a Plan under Section 4062, 4063, 4064,
        4069,
        4201, 4204 or 4212 of ERISA or with respect to a Plan under Section 401(a)(29),
        4971, 4975 or 4980 of the Code or Section 409 or 502(i) or 502(l) of ERISA
        or
        with respect to a group health plan (as defined in Section 607(1) of ERISA
        or
        Section 4980B(g)(2) of the Code) under Section 4980B of the Code; or that
        the
        Borrower, or any of its Subsidiaries may incur any material liability pursuant
        to any employee welfare benefit plan (as defined in Section 3(1) of ERISA)
        that
        provides benefits to retired employees or other former employees (other than
        as
        required by Section 601 of ERISA) or any Plan or any Foreign Pension
        Plan.  Upon request, the Borrower will deliver to the Administrative
        Agent with sufficient copies to the Lenders (i) a complete copy of the
        annual report (on Internal Revenue Service Form 5500-series) of each Plan
        (including, to the extent required, the related financial and actuarial
        statements and opinions and other supporting statements, certifications,
        schedules and information) required to be filed with the Internal Revenue
        Service and (ii) copies of any records, documents or other information that
        must be furnished to the PBGC with respect to any Plan pursuant to Section
        4010
        of ERISA.  In addition to any certificates or notices delivered to the
        Lenders pursuant to the first sentence

       

       

      
        
          
          

        

        
          49

          
            

          

        

        
          
          

        

      

       

       

      hereof,
        copies of annual reports and any records, documents or other information
        required to be furnished to the PBGC, and any notices received by the Borrower,
        any of its Subsidiaries or any ERISA Affiliate with respect to any Plan or
        Foreign Pension Plan with respect to any circumstances or event that could
        reasonably be expected to result in a material liability shall be delivered
        to
        the Lenders no later than ten (10) days after the date such annual report
        has
        been filed with the Internal Revenue Service or such records, documents and/or
        information has been furnished to the PBGC or such notice has been received
        by
        the Borrower, such Subsidiary or such ERISA Affiliate, as
        applicable.

       

      10.08  End
        of
        Fiscal Years; Fiscal Quarters.  The Borrower will cause
        (i) each of its, and each of its Subsidiaries’, fiscal years to end on
        December 31 of each year and (ii) each of its and its Subsidiaries’ fiscal
        quarters to end on March 31, June 30, September 30 and December 31 of each
        year.

       

      10.09  Performance
        of Obligations.  The Borrower will, and will cause each of its
        Subsidiaries to, perform all of its obligations under the terms of each
        mortgage, indenture, security agreement and other debt instrument (including,
        without limitation, the Documents) by which it is bound, except such
        non-performances as could not, either individually or in the aggregate,
        reasonably be expected to have a Material Adverse Effect.

       

      10.10  Payment
        of Taxes.  The Borrower will pay and discharge, and will cause
        each of its Subsidiaries to pay and discharge, all material taxes, assessments
        and governmental charges or levies imposed upon it or upon its income or
        profits, or upon any properties belonging to it, in each case on a timely
        basis,
        and all lawful claims for sums that have become due and payable which, if
        unpaid, might become a Lien not otherwise permitted under Section 9.01(i),
        provided that neither the Borrower nor any of its Subsidiaries shall be required
        to pay any such tax, assessment, charge, levy or claim which is being contested
        in good faith and by proper proceedings if it has maintained adequate reserves
        with respect thereto in accordance with generally accepted accounting
        principles.

       

      10.11  Further
        Assurances.  (a)  The Borrower, and each other Credit
        Party, agrees that at any time and from time to time, at the expense of the
        Borrower or such other Credit Party, it will promptly execute and deliver
        all
        further instruments and documents, and take all further action that may be
        reasonably necessary, or that the Administrative Agent may reasonably require,
        to perfect and protect any Lien granted or purported to be granted hereby
        or by
        the other Credit Documents, or to enable the Collateral Agent to exercise
        and
        enforce its rights and remedies with respect to any
        Collateral.  Without limiting the generality of the foregoing, the
        Borrower will execute and file, or cause to be filed, such financing or
        continuation statements under the UCC (or any non-U.S. equivalent thereto),
        or
        amendments thereto, such amendments or supplements to the Vessel Mortgages
        (including any amendments required to maintain Liens granted by such Vessel
        Mortgages pursuant to the effectiveness of this Agreement), and such other
        instruments or notices, as may be reasonably necessary, or that the
        Administrative Agent may reasonably require, to protect and preserve the
        Liens
        granted or purported to be granted hereby and by the other Credit
        Documents.

       

      (b)  The
        Borrower hereby authorizes the Collateral Agent to file one or more financing
        or
        continuation statements under the UCC (or any non-U.S. equivalent thereto),
        and

       

       

       

      
        
          
          

        

        
          50

          
            

          

        

        
          
          

        

      

       

       

      amendments
        thereto, relative to all or any part of the Collateral without the signature
        of
        the Borrower, where permitted by law.  The Collateral Agent will
        promptly send the Borrower a copy of any financing or continuation statements
        which it may file without the signature of the Borrower and the filing or
        recordation information with respect thereto.

       

      (c)  To
        the
        extent that any Vessel Acquisition or Vessel Exchange is made by a Subsidiary
        of
        the Borrower which is not a Credit Party at the time of such acquisition
        (and
        which has not otherwise executed and delivered the documents described below
        in
        this Section 10.11(c)), the Borrower will cause such Subsidiary (and any
        Subsidiary which directly owns the stock of such Subsidiary to the extent
        not a
        Credit Party) to execute and deliver to the Administrative Agent a counterpart
        of the Pledge Agreement (including any supplemental agreement required to
        give
        effect to such security interests purported to be created by the Pledge
        Agreement under applicable local law), the Guaranty, Assignment of Earnings,
        Assignment of Insurances, Assignment of Charters (if applicable) and the
        appropriate Vessel Mortgage(s), together with all related documentation
        (including, without limitation, opinions of counsel, corporate documents
        and
        proceedings and officer’s certificates) as such Subsidiary would have been
        required to deliver pursuant to Sections 7 and 8 of this Agreement had such
        Subsidiary been a Credit Party on a Borrowing Date.

       

      10.12  Deposit
        of Earnings.  Each Credit Party will use its best efforts to cause
        the earnings derived from each of the respective Mortgaged Vessels, to the
        extent constituting Earnings and Insurance Collateral, to be deposited or
        remitted by the respective account debtor in respect of such earnings into
        one
        or more of the Operating Accounts maintained for such Credit Party or the
        Borrower from time to time.  Without limiting any Credit Party’s
        obligations in respect of this Section 10.12, each Credit Party agrees that,
        in
        the event it receives any earnings constituting Earnings and Insurance
        Collateral, or any such earnings are deposited other than in one of the
        Operating Accounts, it shall promptly deposit all such proceeds into one
        of the
        Operating Accounts maintained for such Credit Party or the Borrower from
        time to
        time.

       

      10.13  Ownership
        of Subsidiaries.  The Borrower shall cause each Subsidiary
        Guarantor, to at all times, be directly wholly-owned by one or more Credit
        Parties.

       

      10.14  Flag
        of Mortgaged Vessels; Vessel Classifications.  (a)  When
        required by the terms hereof, the Borrower will, and will cause each of its
        Subsidiaries to, cause each Mortgaged Vessel to be registered under the laws
        and
        flag of (x) Hong Kong, (y) the Republic of Marshall Islands or
        (z) any other jurisdiction acceptable to the Required Lenders (each
        jurisdiction in clauses (x), (y) or (z), an “Acceptable Flag
        Jurisdiction”).  Notwithstanding the foregoing, any Credit Party
        may transfer a Mortgaged Vessel registered in an Acceptable Flag Jurisdiction
        to
        another Acceptable Flag Jurisdiction pursuant to a Flag Jurisdiction
        Transfer.

       

      (b)  The
        Borrower will, and will cause each of its Subsidiaries to, insure that the
        representation set forth in Section 9.23 is true and correct in all respects
        at
        all times.

       

      (c)           The
        Borrower or the respective Subsidiary Guarantor will, and will cause each
        of its
        subsidiaries, to insure that they immediately notify the Administrative Agent
        of
        any actual or threatened withdrawal of a SMC or DOC.

       

       

      
        
          
          

        

        
          51

          
            

          

        

        
          
          

        

      

       

      10.15  Consent
        to Assignment of Charters.  The Borrower will, and will cause each
        of its Subsidiaries to, use its commercially reasonable efforts to cause
        each
        charter counterparty which is party to a charter with respect to each Mortgaged
        Vessel that is one year or more in duration to execute and deliver to the
        Administrative Agent a Charterers’ Consent and Agreement in substantially the
        form attached as Annex 1 to Exhibit B to the Assignment of Charters with
        such
        changes as may be approved by the Administrative Agent.

       

      10.16  Age
        of
        Additional Vessels.  The Borrower will, and will cause each of its
        Subsidiaries to, cause each Additional Vessel to be no greater than 18 years
        of
        age on the Maturity Date.

       

      10.17  Existing
        Credit Agreement.  From the period beginning on or after the
        Effective Date until the date the Refinancing Loan is made, the Borrower
        will,
        and will cause each of its Subsidiaries to, comply with all covenants contained
        in the Existing Credit Agreement, the Revolving Credit Agreement and the
        Credit
        Documents (as defined therein).

       

      SECTION
        11.  Negative
        Covenants.  The Borrower hereby covenants and agrees that on and
        after the Effective Date and until the Total Commitment and all Letters of
        Credit have terminated and the Loans, Notes and Unpaid Drawings, together
        with
        interest, Commitment Commission and all other Obligations incurred hereunder
        and
        thereunder, are paid in full:

       

      11.01  Liens.  The
        Borrower will not, and will not permit any of its Subsidiaries to, create,
        incur, assume or suffer to exist any Lien upon or with respect to any
        Collateral, whether now owned or hereafter acquired, or sell any such Collateral
        subject to an understanding or agreement, contingent or otherwise, to repurchase
        such Collateral (including sales of accounts receivable with recourse to
        the
        Borrower or any of its Subsidiaries), or assign any right to receive income
        or
        permit the filing of any financing statement under the UCC or any other similar
        notice of Lien under any similar recording or notice statute with respect
        to any
        Collateral; provided that the provisions of this Section 11.01 shall not
        prevent
        the creation, incurrence, assumption or existence of the following (Liens
        described below are herein referred to as “Permitted
        Liens”):

       

      (i)  inchoate
        Liens for taxes, assessments or governmental charges or levies not yet due
        and
        payable or Liens for taxes, assessments or governmental charges or levies
        being
        contested in good faith and by appropriate proceedings for which adequate
        reserves have been established in accordance with GAAP;

       

      (ii)  Liens
        imposed by law, which were incurred in the ordinary course of business and
        do
        not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s,
        materialmen’s and mechanics’ liens, liens for necessaries, salvage liens,
        general average liens, liens in respect of or covered by insurance (including
        permitted deductibles) and other similar Liens arising in the ordinary course
        of
        business, and (x) which do not in the aggregate materially detract from the
        value of the Collateral and do not materially impair the use thereof in the
        operation of the business of the Borrower or such Subsidiary or (y) which
        are being contested in good faith by appropriate proceedings, which proceedings
        (or orders entered in connection with such proceedings) have the effect of
        preventing the forfeiture or sale of the Collateral subject to any such
        Lien;

       

       

      
        
          
          

        

        
          52

          
            

          

        

        
          
          

        

      

       

       

      (iii)  Permitted
        Encumbrances;

       

      (iv)  Liens
        created pursuant to the Security Documents;

       

      (v)  Liens
        arising out of judgments, awards, decrees or attachments with respect to
        which
        the Borrower or any of its Subsidiaries shall in good faith be prosecuting
        an
        appeal or proceedings for review, provided that the aggregate amount of
        all such judgments, awards, decrees or attachments shall not constitute an
        Event
        of Default under Section 12.09;

       

      (vi)  Liens
        (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary
        course of business in connection with workers’ compensation, unemployment
        insurance and other types of social security, Liens to secure the performance
        of
        tenders, statutory obligations (other than excise taxes), surety, stay, customs
        and appeal bonds, statutory bonds, bids, leases, government contracts, trade
        contracts, performance and return of money bonds and other similar obligations
        in each case incurred in the ordinary course of business (exclusive of
        obligations for the payment of borrowed money) and Liens arising by virtue
        of
        deposits made in the ordinary course of business to secure liability for
        premiums to insurance carriers; provided that the aggregate value of all
        cash and property at any time encumbered pursuant to this clause (vi) shall
        not exceed $2,500,000;

       

      (vii)  Liens
        in
        respect of seamen’s wages which are not past due and other maritime Liens for
        amounts not past due arising in the ordinary course of business and not yet
        required to be removed or discharged under the terms of the respective Vessel
        Mortgages; and,

       

      (viii)                prior
        to the making of the Refinancing Loan, liens currently securing amounts payable
        under the Existing Credit Facility and Revolving Credit Facility.

       

      In
        connection with the granting of Liens described above in this Section 11.01
        by
        the Borrower or any of its Subsidiaries, the Administrative Agent and the
        Collateral Agent shall be authorized to take any actions deemed appropriate
        by
        it in connection therewith (including, without limitation, by executing
        appropriate lien subordination agreements in favor of the holder or holders
        of
        such Liens, in respect of the item or items of equipment or other assets
        subject
        to such Liens).

       

      11.02  Consolidation,
        Merger, Sale of Assets, etc.  The Borrower will not, and will not
        permit any Subsidiary Guarantor to, wind up, liquidate or dissolve its affairs
        or enter into any transaction of merger or consolidation, or convey, sell,
        lease
        or otherwise dispose of all or substantially all of its assets or any of
        the
        Collateral, or enter into any sale-leaseback transactions involving any of
        the
        Collateral, except that:

       

      (i)  the
        Borrower and each of its Subsidiaries may sell, lease or otherwise dispose
        of
        any Mortgaged Vessel, provided that (x)(A) such sale is made at fair
        market value (as determined in accordance with the Appraisals most recently
        delivered to the Administrative Agent (or obtained by the Administrative
        Agent)
        pursuant to Sections 7.08(iv), 8.02(g)(iv) and 10.01(c) or delivered at the
        time of such sale to the Administrative Agent by the Borrower), (B) 100% of
        the consideration in respect of such sale shall consist of cash or Cash
        Equivalents received by the Borrower, or the respective Subsidiary Guarantor
        which owned such Mortgaged Vessel, on the date of consummation of such sale,
        (C) at the time of

       

       

      
        
          
          

        

        
          53

          
            

          

        

        
          
          

        

      

       

       

      such
        sale
        or other disposition, the Borrower shall apply the proceeds of such sale
        as
        required by Section 4.02(b) to repay outstanding Loans or (y) so long as no
        Default or Event of Default has occurred and is continuing (or would arise
        after
        giving effect thereto) and so long as all representations and warranties
        made by
        the Borrower pursuant to Section 9 of this Agreement are true and correct
        both
        before and after any such exchange, such Mortgaged Vessel is exchanged for
        a
        Acceptable Replacement Vessel pursuant to a Vessel Exchange; provided
        further that in the case of both clause (x) and (y) above, that the Borrower
        shall have delivered to the Administrative Agent an officer’s certificate,
        certified by the senior financial officer of the Borrower, demonstrating
pro
forma compliance (giving effect to such Collateral Disposition
        and,
        in the case of calculations involving the Appraised Value of Mortgaged Vessels,
        using valuations consistent with the Appraisals most recently delivered to
        the
        Administrative Agent (or obtained by the Administrative Agent) pursuant to
        Sections 7.08(iv), 8.02(g)(iv) and 10.01(c) or the definition of Vessel
        Exchange) with each of the covenants set forth in Sections 11.07 through
        11.11,
        inclusive, for the most recently ended Test Period (or at the time of such
        sale
        or exchange, as applicable) and projected compliance with such covenants
        for the
        one year period following such Collateral Disposition, in each case setting
        forth the calculations required to make such determination in reasonable
        detail;

       

      (ii)  the
        Borrower and its Subsidiaries may sell or discount, in each case without
        recourse and in the ordinary course of business, overdue accounts receivable
        arising in the ordinary course of business, but only in connection with the
        compromise or collection thereof consistent with customary industry practice
        (and not as part of any bulk sale);

       

      (iii)  (A) any
        Subsidiary Guarantor may transfer assets or lease to or acquire or lease
        assets
        from any other Subsidiary Guarantor and (B) any Subsidiary of the Borrower
        (other than a Subsidiary Guarantor) may transfer assets or lease to or acquire
        or lease assets from any other Subsidiary of the Borrower (other than a
        Subsidiary Guarantor) or any Subsidiary of the Borrower (other than a Subsidiary
        Guarantor) may be merged into any Subsidiary of the Borrower (other than a
        Subsidiary Guarantor) or any Subsidiary Guarantor may be merged into any
        other
        Subsidiary Guarantor, in each case so long as all actions necessary or desirable
        to preserve, protect and maintain the security interest and Lien of the
        Collateral Agent in any Collateral held by any Person involved in any such
        transaction are taken to the satisfaction of the Administrative
        Agent;

       

      (iv)  following
        a Collateral Disposition permitted by this Agreement, the Subsidiary Guarantor
        which owned the Vessel that is the subject of such Collateral Disposition
        may
        dissolve, provided, that (x) all proceeds from such Collateral
        Disposition shall have been applied to repayment of the Loans to the extent
        required in Section 4.02 of this Agreement, (y) all of the proceeds of such
        dissolution shall be paid only to the Borrower and (z) no Event of Default
        is continuing unremedied at the time of such dissolution; and

       

      (v)  the
        Borrower may consolidate or merge with any other Person if (A) at the time
        of such transaction and after giving effect thereto, no Default or Event
        of
        Default shall have occurred and be continuing and (B) the surviving entity
        in such consolidation or merger shall be the Borrower and the Borrower shall
        have delivered to the Administrative Agent, not less than ten (10) Business
        Days
        in advance of such consolidation or merger, an officer’s certificate signed by a
        senior financial officer of the Borrower, certifying (i) that no
        Default

       

       

       

      
        
          
          

        

        
          54

          
            

          

        

        
          
          

        

      

       

       

      or
        Event
        of Default has occurred and is continuing (or would arise after giving effect
        to
        the intended consolidation or merger) and (ii) pro forma
        financial statements of the Borrower demonstrating the compliance of the
        Borrower with all covenants under this Agreement after giving effect to such
        merger or consolidation.

       

      Notwithstanding
        the foregoing, the Borrower will not, and will not permit any Subsidiary
        Guarantor to, enter into any bareboat charter of any Mortgaged Vessel without
        the prior written consent of the Required Lenders.

       

      To
        the
        extent the Required Lenders waive the provisions of this Section 11.02 with
        respect to the sale of any Collateral, or any Collateral is sold as permitted
        by
        this Section 11.02, such Collateral (unless sold to the Borrower or a Subsidiary
        of the Borrower) shall be sold free and clear of the Liens created by the
        Security Documents, and the Administrative Agent and Collateral Agent shall
        be
        authorized to take any actions deemed appropriate in order to effect the
        foregoing.

       

      11.03  Dividends.  The
        Borrower will not, and will not permit any of its Subsidiaries to, authorize,
        declare or pay any Dividends with respect to the Borrower or any of its
        Subsidiaries, except that:

       

      (i)  (x) any
        Subsidiary of the Borrower which is not a Subsidiary Guarantor may pay Dividends
        to the Borrower or any Wholly-Owned Subsidiary of the Borrower, (y) any
        Subsidiary Guarantor may pay Dividends to the Borrower or any other Subsidiary
        Guarantor and (z) if the respective Subsidiary is not a Wholly-Owned
        Subsidiary of the Borrower, such Subsidiary may pay cash dividends to its
        shareholders generally so long as the Borrower and/or its respective
        Subsidiaries which own equity interests in the Subsidiary paying such Dividends
        receive at least their proportionate share thereof (based upon their relative
        holdings of the equity interests in the Subsidiary paying such Dividends
        and
        taking into account the relative preferences, if any, of the various classes
        of
        equity interests of such Subsidiary);

       

      (ii)  the
        Borrower may make, pay or declare cash Dividends; provided that, for all
        Dividends paid pursuant to this clause (ii), (A) Dividends shall be paid
        within 90 days of the declaration thereof; (B) Dividends paid in respect of
        a fiscal quarter shall only be paid after the date of delivery of quarterly
        or
        annual financial statements for such fiscal quarter, pursuant to Sections
        10.01(a) and (b), as the case may be, and on or prior to 45 days after the
        last
        day of the immediately succeeding fiscal quarter, (C) no Default or Event
        of Default has occurred and is continuing at the time of declaration,
        (D) no Default or Event of Default has occurred and is continuing (or would
        arise after giving effect thereto) at the time of payment, (E) the
        aggregate amount of all Dividends paid in respect of a fiscal quarter shall
        not
        exceed the Permitted Dividend Amount for such fiscal quarter and (F) on or
        prior to the declaration and payment of a Dividend, the Borrower shall deliver
        to the Administrative Agent an officer’s certificate signed by the senior
        financial officer of the Borrower, certifying that the requirements set forth
        in
        preceding clauses (A) through (E) are satisfied and setting forth the
        calculation of the Permitted Dividend Amount in reasonable detail;
        and

       

       

      
        
          
          

        

        
          55

          
            

          

        

        
          
          

        

      

       

       

      (iii)  the
        Borrower may authorize, declare and distribute a dividend of Rights (as such
        term is defined and which are convertible into other securities as set forth
        in
        the Shareholder Rights Agreement) as contemplated by the Shareholder Rights
        Agreement.

       

      11.04  Indebtedness.  (a)  The
        Borrower will not, and will not permit any of its Subsidiaries to, contract,
        create, incur, assume or suffer to exist any Indebtedness (other than
        Indebtedness incurred pursuant to this Agreement and the other Credit Documents)
        except that:

       

      (i)  the
        Borrower and its Subsidiaries (other than a Subsidiary Guarantor) may incur
        Indebtedness so long as (x) no Default or Event of Default has occurred and
        is continuing, (y) such Indebtedness would not cause any Default or Event
        of Default, either on a pro forma basis for the most recently
        ended Test Period (or at the time of such incurrence, as applicable), or
        on a
        projected basis for the one year period following such incurrence, with each
        of
        the covenants set forth in Sections 11.07 through 11.11, inclusive, and
        (z) the Borrower shall have delivered an officer’s certificate from the
        senior financial officer of the Borrower certifying that the conditions set
        forth in clause (x) and (y) above are satisfied and setting forth the
        calculations of the pro forma compliance described in clause (y)
        above in reasonable detail; and

       

      (ii)  the
        Borrower and its Subsidiaries may enter into and remain liable under Interest
        Rate Protection Agreements and Other Hedging Agreements entered into in the
        ordinary course of business and not for speculative purposes; provided that
        the
        Borrower’s and the Subsidiaries’ obligations thereunder are fully subordinate to
        their obligations hereunder on terms satisfactory to the Administrative Agent;
        and

       

      (iii)  prior
        to
        the making of the Refinancing Loan, Indebtedness arising under the Existing
        Credit Facility and the Revolving Credit Facility.

       

      (b)  Notwithstanding
        anything to the contrary set forth above in this Section 11.04, (i) no
        Subsidiary Guarantor shall incur any Indebtedness for borrowed money (including
        Contingent Obligations in respect thereof) except for (x) Indebtedness
        incurred pursuant to this Agreement and the other Credit Documents and
        (y) intercompany Indebtedness permitted pursuant to Section 11.05(iii) and
        (ii) the Borrower and the Subsidiary Guarantors shall not assume, incur or
        suffer to exist any Contingent Obligations in respect of any Indebtedness
        of any
        of its Subsidiaries which is not a Credit Party.

       

      11.05  Advances,
        Investments and Loans.  The Borrower will not, and will not permit
        any of its Subsidiaries to, directly or indirectly, lend money or credit
        or make
        advances to any Person, or purchase or acquire any Equity Interests, or make
        any
        capital contribution to any other Person (each of the foregoing an
“Investment” and, collectively, “Investments”) except that the
        following shall be permitted:

       

      (i)  the
        Borrower and its Subsidiaries may acquire and hold accounts receivable owing
        to
        any of them;

       

      (ii)  so
        long
        as no Event of Default exists or would result therefrom, the Borrower and
        its
        Subsidiaries may make loans and advances in the ordinary course of business
        to
        its employees so long as the aggregate principal amount thereof at any time
        outstanding which

       

       

       

      
        
          
          

        

        
          56

          
            

          

        

        
          
          

        

      

       

       

      are
        made
        on or after the Effective Date (determined without regard to any write-downs
        or
        write-offs of such loans and advances) shall not exceed $500,000;

       

      (iii)  the
        Subsidiary Guarantors may make intercompany loans and advances to the Borrower
        and between or among one another, and Subsidiaries of the Borrower other
        than
        the Subsidiary Guarantors may make intercompany loans and advances to the
        Borrower or any other Subsidiary of the Borrower, provided that any loans
        or advances to the Borrower or any Subsidiary Guarantors pursuant to this
        Section 11.05(iii) shall be subordinated to the Obligations of the
        respective Credit Party pursuant to written subordination provisions
        substantially in the form of Exhibit J;

       

      (iv)  the
        Borrower and its Subsidiaries may sell or transfer assets to the extent
        permitted by Section 11.02;

       

      (v)  the
        Borrower may make Investments in the Subsidiary Guarantors and, so long as
        no
        Event of Default exists and is continuing, the Borrower may make Investments
        in
        its other Wholly-Owned Subsidiaries so long as management of the Borrower
        in
        good faith believe that, after giving effect to such Investment, the Borrower
        shall be able to meet its payment obligations in respect of this
        Agreement;

       

      (vi)  so
        long
        as no Event of Default exists or could reasonably be expected to result
        therefrom, the Borrower and its Subsidiaries (other than the Subsidiary
        Guarantors) may make Investments in joint ventures in the ordinary course
        of
        business; and.

       

      (vii)  so
        long
        as no Event of Default exists or could reasonably be expected to result
        therefrom, the Borrower and its Subsidiaries (other than the Subsidiary
        Guarantors) may make Investments in a Person engaged in drybulk shipping
        operations.

       

      11.06  Transactions
        with Affiliates.  The Borrower will not, and will not permit any
        of its Subsidiaries to, enter into any transaction or series of related
        transactions, whether or not in the ordinary course of business, with any
        Affiliate of such Person, other than in the ordinary course of business and
        on
        terms and conditions no less favorable to such Person as would be obtained
        by
        such Person at that time in a comparable arm’s-length transaction with a Person
        other than an Affiliate, except that:

       

      (i)  Dividends
        may be paid to the extent provided in Section 11.03;

       

      (ii)  loans
        and
        other Investments may be made and other transactions may be entered into
        between
        the Borrower and its Subsidiaries to the extent permitted by Sections 11.04
        and
        11.05;

       

      (iii)  the
        Borrower may pay customary director’s fees;

       

      (iv)  the
        Borrower and its Subsidiaries may enter into employment agreements or
        arrangements with their respective officers and employees in the ordinary
        course
        of business; and

       

       

      
        
          
          

        

        
          57

          
            

          

        

        
          
          

        

      

       

       

      (v)  the
        Borrower and its Subsidiaries may pay management fees to Wholly-Owned
        Subsidiaries of the Borrower in the ordinary course of business.

       

      11.07  Consolidated
        Interest Coverage Ratio.  The Borrower will not permit the
        Consolidated Interest Coverage Ratio for any Test Period, in each case taken
        as
        one accounting period, ending on the last day of any fiscal quarter of the
        Borrower (commencing with the fiscal quarter ending September 30, 2007),
        to be
        less than 2.00:1.00.

       

      11.08  Maximum
        Leverage Ratio.  The Borrower will not permit the Leverage Ratio
        on the last day of any fiscal quarter of the Borrower ended on or after the
        Effective Date, to be greater than 5.50.

       

      11.09  Collateral
        Maintenance.  The Borrower will not permit the Aggregate Appraised
        Value at any time to equal less than 130% of the aggregate principal amount
        of
        outstanding Loans and all Letter of Credit Outstandings at such time, provided
        that, so long as any Default in respect of this Section 11.09 is not caused
        by
        any voluntary Collateral Disposition or a Vessel Exchange, such Default shall
        not constitute an Event of Default so long as within 30 days after such
        shortfall, the Borrower makes such repayments of Loans or reduces the Letter
        of
        Credit Outstandings in an amount sufficient to cure such Default (it being
        understood that any action taken in respect of this proviso shall only be
        effective to cure such default pursuant to this Section 11.09 to the extent
        that
        no Default or Event of Default exists hereunder immediately after giving
        effect
        thereto).

       

      11.10  Minimum
        Cash Balance.  The Borrower will not permit the aggregate amount
        of all (x) cash and Cash Equivalents held by the Borrower and its
        Subsidiaries which is subject to the Lien of the Security Documents and
        (y) all undrawn credit facilities to the extent the proceeds thereof are
        available to fund the working capital requirements of the Borrower and the
        Subsidiary Guarantors with maturities in excess of twelve months on the last
        day
        of any fiscal quarter (commencing with and including the fiscal quarter ended
        June 30, 2007) to be less than $500,000 per Mortgaged Vessel.

       

      11.11  Minimum
        Consolidated Net Worth.  The Borrower will not permit its
        Consolidated Net Worth at any time to be less than the Minimum Consolidated
        Net
        Worth.

       

      11.12  Limitation
        on Modifications of Certificate of Incorporation and By-Laws;
        etc.  (a)  The Borrower will not, and will not permit
        any Subsidiary Guarantor to, amend, modify or change its Certificate of
        Incorporation, Certificate of Formation (including, without limitation, by
        the
        filing or modification of any certificate of designation), By-Laws, limited
        liability company agreement, partnership agreement (or equivalent organizational
        documents) or any agreement entered into by it with respect to its capital
        stock
        or membership interests (or equivalent equity interests), or enter into any
        new
        agreement with respect to its capital stock or membership interests (or
        equivalent interests), other than the Shareholders Rights Agreement, the
        Certificate of Designations of Series A Preferred Stock in substantially
        the
        form attached thereto as Exhibit A or any amendments, modifications or changes
        or any such new agreements which are not in any way materially adverse to
        the
        interests of the Lenders.

       

       

      
        
          
          

        

        
          58

          
            

          

        

        
          
          

        

      

       

       

      (b)  Notwithstanding
        the foregoing provisions of this Section 11.12 or Section 10.04, upon not
        less
        than 30 days prior written notice to the Administrative Agent and so long
        as no
        Default or Event of Default exists and is continuing, any Subsidiary Guarantor
        may (x) change its jurisdiction of organization to another jurisdiction and
        (y) change its form of organization to another form, in each case to the
        extent reasonably satisfactory to the Administrative Agent, provided that
        such Subsidiary Guarantor shall promptly take all actions reasonably deemed
        necessary by the Collateral Agent to preserve, protect and maintain, without
        interruption, the security interest and Lien of the Collateral Agent in any
        Collateral owned by such Subsidiary Guarantor to the satisfaction of the
        Collateral Agent, and such Subsidiary Guarantor shall have provided to the
        Administrative Agent and the Lenders such opinions of counsel as may be
        reasonably requested by the Administrative Agent to assure itself that the
        conditions of this proviso have been satisfied.

       

      11.13  Limitation
        on Certain Restrictions on Subsidiaries.  The Borrower will not,
        and will not permit any of its Subsidiaries to, directly or indirectly, create
        or otherwise cause or suffer to exist or become effective any encumbrance
        or
        restriction on the ability of any such Subsidiary to (a) pay dividends or
        make any other distributions on its capital stock or any other interest or
        participation in its profits owned by the Borrower or any Subsidiary of the
        Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of
        the
        Borrower, (b) make loans or advances to the Borrower or any of the
        Borrower’s Subsidiaries or (c) transfer any of its properties or assets to
        the Borrower or any of the Borrower’s Subsidiaries, except for such encumbrances
        or restrictions existing under or by reason of (i) applicable law,
        (ii) this Agreement and the other Documents, (iii) customary
        provisions restricting subletting or assignment of any lease governing a
        leasehold interest of the Borrower or a Subsidiary of the Borrower,
        (iv) customary provisions restricting assignment of any agreement entered
        into by the Borrower or a Subsidiary of the Borrower in the ordinary course
        of
        business, (v) any holder of a Permitted Lien may restrict the transfer of
        the asset or assets subject thereto and (vi) restrictions which are not
        more restrictive than those contained in this Agreement.

       

      11.14  Limitation
        on Issuance of Capital Stock.  (a)  The Borrower will
        not permit any Subsidiary to issue any preferred stock (or equivalent equity
        interests).

       

      (b)  The
        Borrower will not permit any Subsidiary Guarantor to issue any capital stock
        (including by way of sales of treasury stock) or any options or warrants
        to
        purchase, or securities convertible into, capital stock, except (i) for
        transfers and replacements of then outstanding shares of capital stock,
        (ii) for stock splits, stock dividends and additional issuances which do
        not decrease the percentage ownership of the Borrower or any of its Subsidiaries
        in any class of the capital stock of such Subsidiary and (iii) in the case
        of Foreign Subsidiaries of the Borrower, to qualify directors to the extent
        required by applicable law.  All capital stock of any Subsidiary
        Guarantor issued in accordance with this Section 11.14(b) shall be delivered
        to
        the Collateral Agent pursuant to the Pledge Agreement.

       

      11.15  Business.  (a)  The
        Borrower and its Subsidiaries will not engage in any business other than
        the
        businesses in which they are engaged in as of the Effective Date and activities
        directly related thereto, and similar or related businesses.

       

       

      
        
          
          

        

        
          59

          
            

          

        

        
          
          

        

      

       

       

      (b)  The
        Borrower will not, and will not permit any of its Subsidiaries to, (i) be
        engaged in (A) the retailing, wholesaling, trading or importing of goods or
        services for or with residents of the Republic of the Marshall Islands;
        (B) any extractive industry in the Republic of Marshall Islands;
        (C) any regulated professional service activity in the Republic of the
        Marshall Islands; (D) the export of any commodity or goods manufactured,
        processed, mined or made in the Republic of the Marshall Islands; or
        (E) the ownership of real property in the Republic of the Marshall Islands;
        and (ii) do business in the Republic of the Marshall Islands except
        that  the Borrower and their Subsidiaries may (A) have its
        registered office in the Republic of the Marshall Islands and maintain their
        respective registered agent in the Republic of the Marshall Islands as required
        by the provisions of the Associations Law of 1990 of the Republic of the
        Marshall Islands, as amended; and (B) secure and maintain registry in the
        Republic of the Marshall Islands solely related to the operation or disposition
        of any vessel outside of the Republic of the Marshall Islands.

       

      11.16  Bank
        Accounts.  The Borrower will not, and will not permit any
        Subsidiary Guarantor to, maintain any deposit, savings, investment or other
        similar accounts other than the Operating Accounts, except that the Borrower
        may
        open and maintain any such account provided that it shall have granted to
        the
        Administrative Agent a first priority security interest in such account to
        secure the Obligations pursuant to documentation reasonably satisfactory
        to the
        Administrative Agent and all actions necessary or advisable in the reasonable
        opinion of the Administrative Agent to perfect such security interest shall
        have
        been taken.

       

      SECTION
        12.  Events
        of Default.  Upon the occurrence of any of the following specified
        events (each an “Event of Default”):

       

      12.01  Payments.  The
        Borrower shall (i) default in the payment when due of any Unpaid Drawings
        or any principal of any Loan or any Note or (ii) default, and such default
        shall continue unremedied for three or more Business Days, in the payment
        when
        due of any interest on any Loan or Note, Unpaid Drawing or any Commitment
        Commission, Letter of Credit Fee or any other amounts owing hereunder or
        thereunder; or

       

      12.02  Representations,
        etc.  Any representation, warranty or statement made or deemed
        made by any Credit Party herein or in any other Credit Document or in any
        certificate delivered pursuant hereto or thereto shall prove to be untrue
        in any
        material respect on the date as of which made or deemed made; or

       

      12.03  Covenants.  Any
        Credit Party shall (i) default in the due performance or observance by it
        of any term, covenant or agreement contained in Sections 7, 10.01(f)(i),
        10.03(ii), 10.13, 10.14, 10.17 or Section 11 or (ii) default in the due
        performance or observance by it of any other term, covenant or agreement
        contained in this Agreement and, in the case of this clause (ii), such default
        shall continue unremedied for a period of 30 days after written notice to
        the
        Borrower by the Administrative Agent or any of the Lenders; or

       

      12.04  Default
        Under Other Agreements.  (i) The Borrower or any of its
        Subsidiaries shall default in any payment of any Indebtedness (other than
        the
        Obligations) beyond the period of grace, if any, provided in the instrument
        or
        agreement under which such Indebtedness was created or (ii) the Borrower or
        any of its Subsidiaries shall default in the

       

       

      
        
          
          

        

        
          60

          
            

          

        

        
          
          

        

      

       

       

      observance
        or performance of any agreement or condition relating to any Indebtedness
        (other
        than the Obligations) or contained in any instrument or agreement evidencing,
        securing or relating thereto, or any other event shall occur or condition
        exist,
        the effect of which default or other event or condition is to cause, or to
        permit the holder or holders of such Indebtedness (or a trustee or agent
        on
        behalf of such holder or holders) to cause (determined without regard to
        whether
        any notice is required), any such Indebtedness to become due prior to its
        stated
        maturity, or (iii) any Indebtedness (other than the Obligations) of the
        Borrower or any of its Subsidiaries shall be declared to be due and payable,
        or
        required to be prepaid other than by a regularly scheduled required prepayment,
        prior to the stated maturity thereof, provided that it shall not be a Default
        or
        Event of Default under this Section 12.04 unless the aggregate principal
        amount
        of all Indebtedness as described in preceding clauses (i) through (iii),
        inclusive, exceeds $5,000,000 at any time; or

       

      12.05  Bankruptcy,
        etc.  The Borrower or any of its Subsidiaries shall commence a
        voluntary case concerning itself under Title 11 of the United States Code
        entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto
        (the “Bankruptcy Code”); or an involuntary case is commenced against the
        Borrower or any of its Subsidiaries and the petition is not controverted
        within
        20 days after service of summons, or is not dismissed within 60 days, after
        commencement of the case; or a custodian (as defined in the Bankruptcy Code)
        is
        appointed for, or takes charge of, all or substantially all of the property
        of
        the Borrower or any of its Subsidiaries or the Borrower or any of its
        Subsidiaries commences any other proceeding under any reorganization,
        arrangement, adjustment of debt, relief of debtors, dissolution, insolvency
        or
        liquidation or similar law of any jurisdiction whether now or hereafter in
        effect relating to the Borrower or any of its Subsidiaries or there is commenced
        against the Borrower or any of its Subsidiaries any such proceeding which
        remains undismissed for a period of 60 days, or the Borrower or any of its
        Subsidiaries is adjudicated insolvent or bankrupt; or any order of relief
        or
        other order approving any such case or proceeding is entered; or the Borrower
        or
        any of its Subsidiaries suffers any appointment of any custodian or the like
        for
        it or any substantial part of its property to continue undischarged or unstayed
        for a period of 60 days; or the Borrower or any of its Subsidiaries makes
        a
        general assignment for the benefit of creditors; or any corporate action
        is
        taken by the Borrower or any of its Subsidiaries for the purpose of effecting
        any of the foregoing; or

       

      12.06  ERISA.  (a)  Any
        Plan shall fail to satisfy the minimum funding standard required for any
        plan
        year or part thereof under Section 412 of the Code or Section 302 of ERISA
        or a
        waiver of such standard or extension of any amortization period is sought
        or
        granted under Section 412 of the Code or Section 303 or 304 of ERISA, a
        Reportable Event shall have occurred, a contributing sponsor (as defined
        in
        Section 4001(a)(13) of ERISA) of a Plan subject to Title IV of ERISA shall
        be
        subject to the advance reporting requirement of PBGC Regulation Section 4043.61
        (without regard to subparagraph (b)(1) thereof) and an event described in
        subsection .62, .63, .64, .65, .66, .67 or .68 of PBGC Regulation Section
        4043
        shall be reasonably expected to occur with respect to such Plan within the
        following 30 days, any Plan which is subject to Title IV of ERISA shall have
        had
        or is reasonably likely to have a trustee appointed to administer such Plan,
        any
        Plan which is subject to Title IV of ERISA is, shall have been or is reasonably
        likely to be terminated or to be the subject of termination proceedings under
        ERISA, any Plan shall have an Unfunded Current Liability, a contribution
        required to be made with respect to a Plan or a Foreign Pension Plan is not
        timely made, the Borrower or any of

       

       

      
        
          
          

        

        
          61

          
            

          

        

        
          
          

        

      

       

       

       

      its
        Subsidiaries or any ERISA Affiliate has incurred or events have happened,
        or
        reasonably expected to happen, that will cause it to incur any liability
        to or
        on account of a Plan under Section 409, 502(i), 502(l), 515, 4062, 4063,
        4064,
        4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971 or 4975 of
        the
        Code or on account of a group health plan (as defined in Section 607(1) of
        ERISA
        or Section 4980B(g)(2) of the Code) under Section 4980B of the Code, or the
        Borrower, or any of its Subsidiaries, has incurred or is reasonably likely
        to
        incur liabilities pursuant to one or more employee welfare benefit plans
        (as
        defined in Section 3(1) of ERISA) that provide benefits to retired employees
        or
        other former employees (other than as required by Section 601 of ERISA) or
        Plans
        or Foreign Pension Plans; (b) there shall result from any such event or
        events the imposition of a lien, the granting of a security interest, or
        a
        liability or a material risk of incurring a liability; and (c) such lien,
        security interest or liability, either individually and/or in the aggregate,
        in
        the reasonable opinion of the Required Lenders, has had, or could reasonably
        be
        expected to have, a Material Adverse Effect; or

       

      12.07  Security
        Documents.  At any time after the execution and delivery thereof,
        any of the Security Documents shall cease to be in full force and effect,
        or
        shall cease in any material respect to give the Collateral Agent for the
        benefit
        of the Secured Creditors the Liens, rights, powers and privileges purported
        to
        be created thereby (including, without limitation, a perfected security interest
        in, and Lien on, all of the Collateral), in favor of the Collateral Agent,
        superior to and prior to the rights of all third Persons (except in connection
        with Permitted Liens), and subject to no other Liens (except Permitted Liens),
        or any Credit Party shall default in the due performance or observance of
        any
        term, covenant or agreement on its part to be performed or observed pursuant
        to
        any of the Security Documents and such default shall continue beyond any
        grace
        period (if any) specifically applicable thereto pursuant to the terms of
        such
        Security Document, or any “event of default” (as defined in any Vessel Mortgage)
        shall occur in respect of any Vessel Mortgage; or

       

      12.08  Guaranty.  After
        the execution and delivery thereof, the Guaranty, or any provision thereof,
        shall cease to be in full force or effect as to the relevant Subsidiary
        Guarantor (unless such  Subsidiary Guarantor is no longer a Subsidiary
        by virtue of a liquidation, sale, merger or consolidation permitted by Section
        11.02) or any Subsidiary Guarantor (or Person acting by or on behalf of such
        Subsidiary Guarantor) shall deny or disaffirm such Subsidiary Guarantor’s
        obligations under the Guaranty, or Subsidiary Guarantor, shall default in
        the
        due performance or observance of any term, covenant or agreement on its part
        to
        be performed or observed pursuant to the Guaranty beyond any grace period
        (if
        any) provided therefore; or

       

      12.09  Judgments.  One
        or more judgments or decrees shall be entered against the Borrower or any
        of its
        Subsidiaries involving in the aggregate for the Borrower and its Subsidiaries
        a
        liability (not paid or fully covered by a reputable and solvent insurance
        company to the satisfaction of the Administrative Agent) and such judgments
        and
        decrees either shall be final and non-appealable or shall not be vacated,
        discharged or stayed or bonded pending appeal for any period of 60 consecutive
        days, and the aggregate amount of all such judgments, to the extent not covered
        by insurance, exceeds $5,000,000 at any time; or

       

      12.10  Change
        of Control.  A Change of Control shall occur;

       

       

      
        
          
          

        

        
          62

          
            

          

        

        
          
          

        

      

       

      then,
        and
        in any such event, and at any time thereafter, if any Event of Default shall
        then be continuing, the Administrative Agent, upon the written request of
        the
        Required Lenders, shall by written notice to the Borrower, take any or all
        of
        the following actions, without prejudice to the rights of the Administrative
        Agent, any Lender or the holder of any Note to enforce its claims against
        any
        Credit Party (provided that, if an Event of Default specified in Section
        12.05
        shall occur, the result which would occur upon the giving of written notice
        by
        the Administrative Agent to the Borrower as specified in clauses (i), (ii)
        and
        (iv) below shall occur automatically without the giving of any such
        notice):  (i) declare the Commitments terminated, whereupon all
        Commitments of each Lender shall forthwith terminate immediately and any
        Commitment Commission shall forthwith become due and payable without any
        other
        notice of any kind; (ii) declare the principal of and any accrued interest
        in respect of all Loans and the Notes and all Obligations owing hereunder
        and
        thereunder to be, whereupon the same shall become, forthwith due and payable
        without presentment, demand, protest or other notice of any kind, all of
        which
        are hereby waived by each Credit Party; (iii) terminate any Letter of
        Credit that may be terminated in accordance with its terms; (iv) direct the
        Borrower to pay (and the Borrower agrees that upon receipt of such notice,
        or
        upon the occurrence and during the continuance of an Event of Default specified
        in Section 12.05, it will pay) to the Collateral Agent at the Payment Office
        such additional amount of cash, to be held as security by the Collateral
        Agent,
        as is equal to the aggregate Stated Amount of all Letters of Credit issued
        for
        the Borrower and then outstanding; and (v) enforce, as Collateral Agent,
        all of the Liens and security interests created pursuant to the Security
        Documents.

       

      SECTION
        13.  Definitions
        and Accounting Terms.

       

      13.01  Defined
        Terms.  As used in this Agreement, the following terms shall have
        the following meanings (such meanings to be equally applicable to both the
        singular and plural forms of the terms defined):

       

      “Acceptable
        Flag Jurisdiction” shall have the meaning provided in Section
        10.14.

       

      “Acceptable
        Replacement Vessel” shall mean, with respect to a Mortgaged Vessel, any
        Vessel with an equal or greater fair market value than the Appraised Value
        of
        such Mortgaged Vessel; provided that such Vessel must (i) be ofthe
        same type and age as the Mortgaged Vessel it replaces, (ii) have a class
        complying with the requirements of Section 10.14, (iii) be registered and
        flagged in an Acceptable Flag Jurisdiction, and (iv) there is no Event of
        Default as defined in Section 12.

       

      “Additional
        Newbuilding Vessel(s)” shall mean any newbuilding vessel to be acquired with
        proceeds from a Vessel Acquisition Loan pursuant to any Construction Contract
        entered into by a Subsidiary Guarantor other than the Capesize
        Vessels.

       

      “Additional
        Secondhand Vessel(s)” shall mean any vessel acquired with proceeds from a
        Vessel Acquisition Loan and which is a dry bulk
        carrier  (x) between 25,000 and 180,000 dwt and (y) no
        greater than 10 years in age upon acquisition and no greater than 18 years
        in
        age at the Maturity Date.

       

       

      
        
          
          

        

        
          63

          
            

          

        

        
          
          

        

      

       

      “Additional
        Vessel(s)” shall mean any Additional Secondhand Vessel, any Additional
        Newbuilding Vessel and/or any Capesize Vessel as the context
        requires.

       

      “Additional
        Vessel Deposit” means any funds or drawings by the Borrower under the terms
        of this Credit Agreement which proceeds shall be utilized to fund the deposit
        or
        similar security to affect the acquisition of an Additional Vessel.

       

      “Administrative
        Agent” shall have the meaning provided in the first paragraph of this
        Agreement, and shall include any successor thereto.

       

      “Affiliate”
        shall mean, with respect to any Person, any other Person (including, for
        purposes of Section 11.06 only, all directors, officers and partners of such
        Person) directly or indirectly controlling, controlled by, or under direct
        or
        indirect common control with, such Person; provided, however, that
        for purposes of Section 11.06, an Affiliate of the Borrower shall include
        any
        Person that directly or indirectly owns more than 5% of any class of the
        capital
        stock of the Borrower and any officer or director of the Borrower or any
        of its
        Subsidiaries.  A Person shall be deemed to control another Person if
        such Person possesses, directly or indirectly, the power to direct or cause
        the
        direction of the management and policies of such other Person, whether through
        the ownership of voting securities, by contract or
        otherwise.  Notwithstanding anything to the contrary contained above,
        for purposes of Section 11.06, neither the Administrative Agent, nor the
        Collateral Agent, nor the Mandated Lead Arranger nor any Lender (or any of
        their
        respective affiliates) shall be deemed to constitute an Affiliate of the
        Borrower or its Subsidiaries in connection with the Credit Documents or its
        dealings or arrangements relating thereto.

       

      “Agents”
        shall mean, collectively, the Administrative Agent, the Collateral Agent
        and the
        Mandated Lead Arranger.

       

      “Aggregate
        Appraised Value” shall mean at any time, the sum of the Appraised Value of
        all Mortgaged Vessels owned by the Borrower and its Subsidiaries at such
        time.

       

      “Agreement”
        shall mean this Credit Agreement, as modified, supplemented, amended or restated
        from time to time.

       

      “Annual
        Fleet Maintenance Reserve Amount” shall mean, for any fiscal year, the
        aggregate amount of funds budgeted by the Borrower for such fiscal year to
        maintain and drydock the Borrower’s fleet during such fiscal year in order to
        maintain each Mortgaged Vessel in the fleet in accordance with the provisions
        contained in this Agreement and the other Credit Documents, such amount to
        be
        approved by the Borrower’s Board of Directors acting reasonably and in good
        faith.

       

      “Annual
        Fleet Renewal Reserve Amount” shall
        mean, for any fiscal year, the amount determined by the Borrower’s Board of
        Directors acting reasonably to be an amount which should be reserved and/or
        expended during such fiscal year for renewal capital expenditures and/or
        vessel
        acquisitions to insure the indefinite renewal of the Borrower’s fleet, such
        determination to take into account, inter alia the remaining life
        and prevailing asset value of the fleet.

       

       

      
        
          
          

        

        
          64

          
            

          

        

        
          
          

        

      

       

       

      “Applicable
        Margin” shall mean 0.80% per annum until the fifth anniversary
        of the Effective Date, and thereafter shall be 0.85% per annum;
provided however, that if at any time the Borrower’s Consolidated
        Indebtedness falls below 70% of its Consolidated Total Capitalization, then
        during such period the Applicable Margin will be 0.75% per annum until
        the fifth anniversary of the Effective Date, and thereafter shall be
        0.80%.

       

      “Appraisal”
        shall mean, with respect to a Vessel, a written appraisal by an Approved
        Appraiser of the fair market value of such Vessel on an individual charter
        free
        basis.

       

      “Appraised
        Value” of any Vessel at any time shall mean the arithmetic average of the
        fair market values of such Vessel on an individual charter free basis as
        set
        forth on the Appraisals of at least two Approved Appraisers most recently
        delivered to, or obtained by, the Administrative Agent prior to such time
        pursuant to Sections 7.08(iv), 8.02(g)(iv) and 10.01(c) or the definition
        of
        Vessel Exchange.

       

       “Approved
        Appraiser” shall mean H. Clarksons & Company Limited, Fearnleys Ltd.,
        R.S. Platou Shipbrokers a.s., ICAP Hyde & Company, Ltd., Simpson Spence
& Young Ltd. or such other independent appraisal firm as may be acceptable
        to the Required Lenders.

       

      “Assignment
        and Assumption Agreement” shall mean the Assignment and Assumption Agreement
        substantially in the form of Exhibit K (appropriately completed).

       

      “Assignment
        of Charters” shall have the meaning provided in Section 7.05.

       

      “Assignment
        of Construction Contract” shall mean the assignment by the Borrower or the
        relevant Subsidiary Guarantor of all its right, title and interest in and
        to any
        construction contract in respect of any Additional Newbuilding Vessel and
        its
        interest in any escrow account established in connection therewith.

       

      “Assignment
        of Earnings” shall have the meaning provided in Section 7.05 and in the form
        Exhibit H-1.

       

      “Assignment
        of Insurances” shall have the meaning provided in Section 7.05 and in the
        form Exhibit H-2.

       

      “Assignment
        of Purchase Contract” shall mean an assignment by the relevant Subsidiary
        Guarantor of all of its right, title and interest in and to the Purchase
        Contract including its right to the return of the deposit made or to be made
        thereunder and its interest in any escrow account established in connection
        therewith.

       

      “Authorized
        Officer” shall mean, with respect to (i) the delivery of Notices of
        Borrowing, the chairman of the board, or the treasurer of the Borrower, or
        any
        other officer of the Borrower designated in writing to the Administrative
        Agent
        by the chief executive officer, president or treasurer of the Borrower as
        being
        authorized to give notices under this Agreement, (ii) delivery of financial
        documents and officer’s certificates pursuant to this Agreement, the chairman of
        the board, the president, any vice president, the treasurer, any other financial
        officer or an authorized manager of any Credit Party and (iii) any other
        matter in connection with this Agreement or any other Credit Document, any
        officer (or a Person or Persons so designated by

       

       

       

      
        
          
          

        

        
          65

          
            

          

        

        
          
          

        

      

       

       

      any
        two
        officers) of any Credit Party, in each case to the extent reasonably acceptable
        to the Administrative Agent.

       

      “Available
        Cash” shall mean, for any period, Consolidated Net Income for such period
plus Consolidated Interest Expense for such period plus, without
        duplication, the amortization of deferred finance charges and restricted
        stock
        expenses and Non-Cash Charges for such period and the amount of all depreciation
        and amortization deducted in determining Consolidated Net Income for such
        period.

       

      “Average
        Consolidated Net Indebtedness” shall mean, on any date of determination, the
        average of  the Consolidated Net Indebtedness on the last Business Day
        of each calendar month during the most recently ended Test Period and on
        such
        date of determination.

       

      “Bankruptcy
        Code” shall have the meaning provided in Section 12.05.

       

      “Base
        Rate” shall mean, for any day, a rate of interest per annum equal to the
        higher of (i) the Prime Rate for such day and (ii) the sum of the
        Federal Funds Rate for such day plus 1⁄2 of 1% per annum.

       

      “Borrower”
        shall have the meaning provided in the first paragraph of this
        Agreement.

       

      “Borrowing”
        shall mean the borrowing of Loans from all the Lenders on a given date having
        the same Interest Period.

       

      “Borrowing
        Date” shall mean each date (including the Initial Borrowing Date) on which
        Loans are incurred by the Borrower or any Letters of Credit are issued for
        the
        account of the Borrower.

       

      “Business
        Day” shall mean any day except Saturday, Sunday and any day which shall be
        in New York City, Hong Kong or London a legal holiday or a day on which banking
        institutions are authorized or required by law or other government action
        to
        close.

       

      “Capesize
        Vessel(s)” means each of the nine (9) modern dry-bulk capesize vessels, two
        such vessels having been built, completed and delivered in 2007 and the
        remaining seven newbuildings to be built and estimated for delivery to the
        relevant Subsidiary Guarantor between October 2007 and September 2009 by
        the
        Seller named in the relevant Purchase Contract, each of such Vessels being
        identified in Schedule IV.

       

      “Capesize
        Vessel Deposit” means any funds or drawings by the Borrower under the terms
        of this Credit Agreement which proceeds shall be utilized to fund the deposits
        required under the Purchase Contracts.

       

      “Capitalized
        Lease Obligations” of any Person shall mean all rental obligations which,
        under generally accepted accounting principles, are or will be required to
        be
        capitalized on the books of such Person, in each case taken at the amount
        thereof accounted for as indebtedness in accordance with such
        principles.

       

       

      
        
          
          

        

        
          66

          
            

          

        

        
          
          

        

      

       

       

      “Cash
        Equivalents” shall mean (i) securities issued or directly and fully
        guaranteed or insured by the United States or any agency or instrumentality
        thereof (provided that the full faith and credit of the United States is
        pledged in support thereof) having maturities of not more than one year from
        the
        date of acquisition, (ii) time deposits and certificates of deposit of any
        commercial bank having, or which is the principal banking subsidiary of a
        bank
        holding company having capital, surplus and undivided profits aggregating
        in
        excess of $200,000,000, with maturities of not more than one year from the
        date
        of acquisition by such Person, (iii) repurchase obligations with a term of
        not more than 90 days for underlying securities of the types described in
        clause
        (i) above entered into with any bank meeting the qualifications specified
        in clause (ii) above, (iv) commercial paper issued by any Person incorporated
        in
        the United States rated at least A-1 or the equivalent thereof by S&P or at
        least P-1 or the equivalent thereof by Moody’s and in each case maturing not
        more than one year after the date of acquisition by such Person, and
        (v) investments in money market funds substantially all of whose assets are
        comprised of securities of the types described in clauses (i) through (iv)
        above.

       

      “CERCLA”
        shall mean the Comprehensive Environmental Response, Compensation, and Liability
        Act of 1980, as the same may be amended from time to time, 42 U.S.C. § 9601
etseq.

       

      “Change
        of Control” shall mean (i) the Borrower shall at any time and for any
        reason fail to own, directly or indirectly, 100% of the capital stock or
        other
        equity interests of each Subsidiary Guarantor, (ii) the sale, lease or
        transfer of all or substantially all of the Borrower’s assets to any Person or
        group (as such term is used in Section 13(d)(3) of the Exchange Act),
        (iii) the liquidation or dissolution of the Borrower, (iv) any Person
        or group (as such term is used in Section 13(d)(3) of the Exchange Act),
        other
        than one or more of the Permitted Holders, shall at any time become the owner,
        directly or indirectly, beneficially or of record, of shares representing
        more
        than 30% of the outstanding voting or economic equity interests of the Borrower,
        (v) the replacement of a majority of the directors on the board of
        directors of the Borrower over a two-year period from the directors who
        constituted the board of directors of the Borrower at the beginning of such
        period, and such replacement shall not have been approved by a vote of at
        least
        a majority of the board of directors of the Borrower then still in office
        who
        either were members of such board of directors at the beginning of such period
        or whose election as a member of such Board of Directors was previously so
        approved, (vi) a “change of control” or similar event shall occur as
        provided in any outstanding Indebtedness of Borrower or any of its Subsidiaries
        (or the documentation governing the same) or (vii) the Borrower’s common
        stock shall cease to be traded on the New York Stock Exchange or any other
        internationally recognized stock exchange.

       

      “Code”
        shall mean the Internal Revenue Code of 1986, as amended from time to time,
        and
        the regulations promulgated and rulings issued thereunder.  Section
        references to the Code are to the Code as in effect at the date of this
        Agreement and any subsequent provisions of the Code, amendatory thereof,
        supplemental thereto or substituted therefore.

       

      “Collateral”
        shall mean all property (whether real or personal) with respect to which
        any
        security interests have been granted (or purported to be granted) pursuant
        to
        any Security Document, including, without limitation, all Pledge Agreement
        Collateral, all Earnings

       

       

       

      
        
          
          

        

        
          67

          
            

          

        

        
          
          

        

      

       

       

       

      and
        Insurance Collateral, all Mortgaged Vessels, all  and all cash and
        Cash Equivalents at any time delivered as collateral thereunder or as required
        hereunder.

       

      “Collateral
        Agent” shall mean the Administrative Agent acting as mortgagee, security
        trustee or collateral agent for the Secured Creditors pursuant to the Security
        Documents.

       

      “Collateral
        Delivery Date” means the date which is thirty (30) days from the Effective
        Date.

       

      “Collateral
        Disposition” shall mean (i) the sale, lease, transfer or other
        disposition other than pursuant to a charter by the Borrower or any of its
        Subsidiaries to any Person other than the Borrower or a Subsidiary Guarantor
        of
        any Mortgaged Vessel or (ii) any Event of Loss of any Mortgaged
        Vessel.

       

      “Commitment”
        shall mean, for each Lender, the amount set forth opposite such Lender’s name in
        Schedule I hereto, as same may be (x) reduced from time to time pursuant to
        Sections 3.02, 3.03, 4.02 and/or 12 or (y) adjusted from time to time as a
        result of assignments to or from such Lender pursuant to Section 1.12 or
        15.04.

       

      “Commitment
        Commission” shall have the meaning provided in Section 3.01(a).

       

      “Consolidated
        EBIT” shall mean, for any period, the Consolidated Net Income for such
        period, before interest expense and provision for taxes based on income and
        without giving effect to any extraordinary gains or losses or gains or losses
        from sales of assets other than inventory sold in the ordinary course of
        business.

       

      “Consolidated
        EBITDA” shall mean, for any period, Consolidated EBIT, adjusted by adding
        thereto the amount of (i) all amortization of intangibles and depreciation,
        (ii) non-cash management incentive compensation, (iii) the
        amortization of fees and expenses paid in connection with the Transaction,
        and
        (iv) any Non-Cash Charges in each case that were deducted in arriving at
        Consolidated EBITDA for such period.

       

      “Consolidated
        Indebtedness” shall mean, as at any date of determination, the aggregate
        stated balance sheet amount of all Indebtedness (but including in any event
        the
        then outstanding principal amount of all Loans, all Capitalized Lease
        Obligations and all letters of credit outstanding but excluding Indebtedness
        of
        a type described in clause (vii) of the definition thereof) of the Borrower
        and its Subsidiaries on a consolidated basis as determined in accordance
        with
        GAAP; provided that (i) Indebtedness outstanding pursuant to trade
        payables and accrued expenses incurred in the ordinary course of business,
        and
        (ii) guarantees of operating leases assigned to any of the Borrower or any
        Wholly-Owned Subsidiary of the Borrower to the extent such
        lease is not prohibited hereunder and such obligation does not exceed that
        which
        would otherwise be attributed to such Person under such operating lease,
        shall
        be excluded in determining Consolidated Indebtedness.

       

      “Consolidated
        Interest Coverage Ratio” shall mean, for any period, the ratio of
        (i) Consolidated EBITDA for such period to (ii) Consolidated Interest
        Expense for such period.

       

       

      
        
          
          

        

        
          68

          
            

          

        

        
          
          

        

      

       

       

      “Consolidated
        Interest Expense” shall mean, for any period, (i) the total
        consolidated interest expense of the Borrower and its Subsidiaries for such
        period (calculated without regard to any limitations on the payment thereof)
        plus, without duplication, that portion of Capitalized Lease Obligations
        of the
        Borrower and its Subsidiaries representing the interest factor for such period,
        minus (ii) cash interest income of the Borrower and its Subsidiaries for
        such period and the amortization of any deferred financing costs and Non-Cash
        Charges incurred in connection with the Transaction to the extent otherwise
        included in the calculations thereof.

       

      “Consolidated
        Net Income” shall mean, for any period, the consolidated net after tax
        income of the Borrower and its Subsidiaries for such period determined in
        accordance with GAAP; provided that solely for any calculation of the “Permitted
        Dividend Amount” and “Consolidated EBIT” the “Consolidated Net Income” component
        of "Available Cash" shall not include any gains or losses arising from any
        Interest Rate Protection Agreement and Other Hedging Agreements.

       

      “Consolidated
        Net Indebtedness” shall mean, as at any date of determination, the remainder
        of (i) the Consolidated Indebtedness on such date minus (ii) the
        aggregate amount of Unrestricted cash and Cash Equivalents of the Borrower
        and
        its Subsidiaries on such date.

       

      “Consolidated
        Net Worth” shall mean the Net Worth of the Borrower and its Subsidiaries
        determined on a consolidated basis in accordance with GAAP after appropriate
        deduction for any minority interests in Subsidiaries.

       

      “Consolidated
        Total Capitalization” shall mean, at any time of determination, the sum of
        Consolidated Indebtedness at such time and Consolidated Net Worth at such
        time.

       

      “Contingent
        Obligation” shall mean, as to any Person, any obligation of such Person
        guaranteeing or intended to guarantee any Indebtedness, leases, dividends
        or
        other obligations (“primary obligations”) of any other Person (the
“primary obligor”) in any manner, whether directly or indirectly,
        including, without limitation, any obligation of such Person, whether or
        not
        contingent, (i) to purchase any such primary obligation or any property
        constituting direct or indirect security therefore, (ii) to advance or
        supply funds (x) for the purchase or payment of any such primary obligation
        or (y) to maintain working capital or equity capital of the primary obligor
        or otherwise to maintain the net worth or solvency of the primary obligor,
        (iii) to purchase property, securities or services primarily for the
        purpose of assuring the owner of any such primary obligation of the ability
        of
        the primary obligor to make payment of such primary obligation or
        (iv) otherwise to assure or hold harmless the holder of such primary
        obligation against loss in respect thereof; provided, however,
        that the term Contingent Obligation shall not include endorsements of
        instruments for deposit or collection in the ordinary course of business
        and any
        products warranties extended in the ordinary course of business.  The
        amount of any Contingent Obligation shall be deemed to be an amount equal
        to the
        stated or determinable amount of the primary obligation in respect of which
        such
        Contingent Obligation is made (or, if the less, the maximum amount of such
        primary obligation for which such Person may be liable pursuant to the terms
        of
        the instrument evidencing such Contingent Obligation) or, if not stated or
        determinable, the maximum reasonably anticipated liability in respect thereof
        (assuming such Person is required to perform thereunder) as determined by
        such
        Person in good faith.

       

       

      
        
          
          

        

        
          69

          
            

          

        

        
          
          

        

      

       

       

      “Credit
        Documents” shall mean this Agreement, each Note, each Security Document, the
        Guaranty and, after the execution and delivery thereof, each additional guaranty
        or additional security document executed pursuant to Section 10.11.

       

      “Credit
        Event” shall have the meaning provided in Section 8.01.

       

      “Credit
        Party” shall mean the Borrower, each Subsidiary Guarantor, and any other
        Subsidiary of the Borrower which at any time executes and delivers any Credit
        Document.

       

      “Default”
        shall mean any event, act or condition which with notice or lapse of time,
        or
        both, would constitute an Event of Default.

       

      “Defaulting
        Lender” shall mean any Lender with respect to which a Lender Default is in
        effect.

       

      “Dividend”
        with respect to any Person shall mean that such Person has declared or paid
        a
        dividend or returned any equity capital to its stockholders, partners or
        members
        or authorized or made any other distribution, payment or delivery of property
        (other than common stock or the right to purchase any of such stock of such
        Person) or cash to its stockholders, partners or members as such, or redeemed,
        retired, purchased or otherwise acquired, directly or indirectly, for a
        consideration any shares of any class of its capital stock or partnership
        or
        membership interests outstanding on or after the Effective Date (or any options
        or warrants issued by such Person with respect to its capital stock), or
        set
        aside any funds for any of the foregoing purposes, or shall have permitted
        any
        of its Subsidiaries to purchase or otherwise acquire for a consideration
        any
        shares of any class of the capital stock of, or equity interests in, such
        Person
        outstanding on or after the Effective Date (or any options or warrants issued
        by
        such Person with respect to its capital stock or other equity
        interests).  Without limiting the foregoing, “Dividends” with
        respect to any Person shall also include all payments made or required to
        be
        made by such Person with respect to any stock appreciation rights, plans,
        equity
        incentive or achievement plans or any similar plans or setting aside of any
        funds for the foregoing purposes.

       

      “DOC”
        means a document of compliance issued to an Operator in accordance with Rule
        13
        of the ISM Code.

       

      “Dollars”
        and the sign “$” shall each mean lawful money of the United
        States.

       

      “Drawing”
        has the meaning provided in Section 2.04(b).

       

      “Earnings
        and Insurance Collateral” shall mean all “Earnings Collateral” and
“Insurance Collateral”, as the case may be, as defined in the respective
        Assignment of Earnings and the Assignment of Insurances.

       

      “Effective
        Date” shall have the meaning provided in Section 15.10.

       

      “Eligible
        Transferee” shall mean and include a commercial bank, insurance company,
        financial institution, fund or other Person which regularly purchases interests
        in loans or extensions of credit of the types made pursuant to this Agreement,
        any other Person which would constitute a “qualified institutional buyer” within
        the meaning of Rule 144A under the

       

       

      
        
          
          

        

        
          70

          
            

          

        

        
          
          

        

      

       

       

      Securities
        Act as in effect on the Effective Date or other “accredited investor” (as
        defined in Regulation D of the Securities Act).

       

      “Environmental
        Claims” shall mean any and all administrative, regulatory or judicial
        actions, suits, demands, demand letters, directives, claims, liens, notices
        of
        noncompliance or violation, investigations or proceedings relating in any
        way to
        any Environmental Law or any permit issued, or any approval given, under
        any
        such Environmental Law (hereafter, “Claims”), including, without
        limitation, (a) any and all Claims by governmental or regulatory
        authorities for enforcement, cleanup, removal, response, remedial or other
        actions or damages pursuant to any applicable Environmental Law, and
        (b) any and all Claims by any third party seeking damages, contribution,
        indemnification, cost recovery, compensation or injunctive relief in connection
        with alleged injury or threat of injury to health, safety or the environment
        due
        to the presence of Hazardous Materials.

       

      “Environmental
        Law” shall mean any applicable Federal, state, foreign or local statute,
        law, rule, regulation, ordinance, code, binding and enforceable guideline,
        binding and enforceable written policy and rule of common law now or hereafter
        in effect and in each case as amended, and any judicial or administrative
        interpretation thereof, including any judicial or administrative order, consent
        decree or judgment, to the extent binding on the Borrower or any of its
        Subsidiaries, relating to the environment, and/or Hazardous Materials,
        including, without limitation, CERCLA; OPA; the Federal Water Pollution Control
        Act, 33 U.S.C. § 1251 etseq.; the Hazardous Material
        Transportation Act, 49 U.S.C. § 1801 etseq.; the Occupational
        Safety and Health Act, 29 U.S.C. § 651 etseq. (to the extent it
        regulates occupational exposure to Hazardous Materials); and any state and
        local
        or foreign counterparts or equivalents, in each case as amended from time
        to
        time.

       

      “Environmental
        Release” shall mean any spilling, leaking, pumping, pouring, emitting,
        emptying, discharging, injecting, escaping, leaching, dumping, disposing
        or
        migration into the environment.

       

      “Equity
        Interests” of any Person means any and all shares, interests, rights to
        purchase, warrants, options, participations or other equivalents of or interests
        in (however designated) equity of such Person, including any preferred stock,
        any limited or general partnership interest and any limited liability company
        membership interest.

       

      “ERISA”
        shall mean the Employee Retirement Income Security Act of 1974, as amended
        from
        time to time, and the regulations promulgated and rulings issued
        thereunder.  Section references to ERISA are to ERISA, as in effect at
        the date of this Agreement and any subsequent provisions of ERISA, amendatory
        thereof, supplemental thereto or substituted therefore.

       

      “ERISA
        Affiliate” shall mean each person (as defined in Section 3(9) of ERISA)
        which together with the Borrower or a Subsidiary of the Borrower would be
        deemed
        to be a “single employer” within the meaning of Section 414(b), (c), (m) or (o)
        of the Code.

       

      “Event
        of Default” shall have the meaning provided in Section 12.

       

       

      
        
          
          

        

        
          71

          
            

          

        

        
          
          

        

      

       

       

      “Event
        of Loss” shall mean any of the following events:  (x) the
        actual or constructive total loss of a Vessel or the agreed or compromised
        total
        loss of a Vessel; or (y) the capture, condemnation, confiscation,
        requisition, purchase, seizure or forfeiture of, or any taking of title to,
        a
        Vessel.  An Event of Loss shall be deemed to have
        occurred:  (i) in the event of an actual loss of a Vessel, at the
        time and on the date of such loss or if that is not known at noon Greenwich
        Mean
        Time on the date which such Vessel was last heard from; (ii) in the event
        of damage which results in a constructive or compromised or arranged total
        loss
        of a Vessel, at the time and on the date of the event giving rise to such
        damage; or (iii) in the case of an event referred to in clause
        (y) above, at the time and on the date on which such event is expressed to
        take effect by the Person making the same.  Notwithstanding the
        foregoing, if such Vessel shall have been returned to any Credit Party following
        any event referred to in clause (y) above prior to the date upon which a
        mandatory repayment of the Loans is required to be made under Section 4.02
        hereof, no Event of Loss shall be deemed to have occurred by reason of such
        event.

       

      “Exchange
        Act” shall mean the Securities Exchange Act of 1934.

       

      “Existing
        Credit Agreement” shall have the same meaning ascribed thereto in the second
        Recital.

       

      “Existing
        Indebtedness” shall have the meaning provided in Section 9.19.

       

      “Existing
        Vessel(s)” means those vessels already existing and owned by either the
        Borrower or a Subsidiary Guarantor and identified on Schedule III.

       

      “Facility
        Amount” shall mean the amount of the credit facility granted by the Lenders
        to the Borrower pursuant to this Credit Agreement available to the Borrower
        from
        time to time pursuant to the terms hereof in principal amount at no time
        to
        exceed One Billion Three Hundred Seventy Seven Million United States Dollars
        (US$1,377,000,000).

       

      “Facing
        Fee” shall have the meaning provided in Section 3.01(c).

       

      “Federal
        Funds Rate” shall mean, for any day, an interest rate per annum equal to the
        weighted average of the rates on overnight Federal funds transactions with
        members of the Federal Reserve System arranged by Federal funds brokers on
        such
        day, as published for such day (or, if such day is not a Business Day, for
        the
        immediately preceding Business Day) by the Federal Reserve Bank of New York,
        or,
        if such rate is not so published for any day which is a Business Day, the
        average of the quotations at approximately 11:00 A.M. (New York time) on
        such
        day on such transactions received by the Administrative Agent from three
        Federal
        funds brokers of recognized standing selected by the Administrative Agent
        in its
        sole discretion.

       

      “Fee
        Letter” shall mean the mandate letter dated July 20, 2007 entered into by
        and between the Borrower and the Mandated Lead Arranger in respect of the
        fees
        to be paid by the Borrower.

       

      “Final
        Payment” means the amount equal to the sum of (i) thirty percent (30%) of
        the Facility Amount plus (ii) the amount which is necessary to repay accrued
        but
        unpaid interest and (iii) any other amounts owing by the Borrower to the
        Lenders
        necessary to reduce the Total

       

       

       

      
        
          
          

        

        
          72

          
            

          

        

        
          
          

        

      

       

       

      Commitment
        to zero on the Maturity Date pursuant to this Agreement or any Security
        Document.

       

      “Flag
        Jurisdiction Transfer” shall mean the transfer of the registration and flag
        of a Mortgaged Vessel from one Acceptable Flag Jurisdiction to another
        Acceptable Flag Jurisdiction, provided that the following conditions are
        satisfied with respect to such transfer:

       

      (i)  On
        each
        Flag Jurisdiction Transfer Date, the Credit Party which is consummating a
        Flag
        Jurisdiction Transfer on such date shall have duly authorized, executed and
        delivered, and caused to be recorded in the appropriate vessel registry a
        Vessel
        Mortgage with respect to the Mortgaged Vessel being transferred (the
“Transferred Vessel”) and such Vessel Mortgage shall be effective to
        create in favor of the Collateral Agent and/or the Lenders a legal, valid
        and
        enforceable first priority security interest, in and lien upon such Transferred
        Vessel, subject only to Permitted Liens.  All filings, deliveries of
        instruments and other actions necessary or desirable in the reasonable opinion
        of the Collateral Agent to perfect and preserve such security interests shall
        have been duly effected and the Collateral Agent shall have received evidence
        thereof in form and substance reasonably satisfactory to the Collateral
        Agent.

       

      (ii)  On
        each
        Flag Jurisdiction Transfer Date, the Administrative Agent shall have received
        from counsel to the Credit Parties consummating the relevant Flag Jurisdiction
        Transfer reasonably satisfactory to the Administrative Agent practicing in
        those
        jurisdictions in which the Transferred Vessel is registered and/or the Credit
        Party owning such Transferred Vessel is organized, opinions which shall be
        addressed to the Administrative Agent and each of the Lenders and dated such
        Flag Jurisdiction Transfer Date, which shall (x) be in form and substance
        reasonably acceptable to the Administrative Agent and (y) cover the
        perfection of the security interests granted pursuant to the Vessel Mortgage(s)
        and such other matters incident thereto as the Administrative Agent may
        reasonably request.

       

      (iii)  On
        each
        Flag Jurisdiction Transfer Date:

       

      (A)  The
        Administrative Agent shall have received (x) certificates of ownership from
        appropriate authorities showing (or confirmation updating previously reviewed
        certificates and indicating) the registered ownership of the Transferred
        Vessel
        transferred on such date by the relevant Subsidiary Guarantor and (y) the
        results of maritime registry searches with respect to the Transferred Vessel
        transferred on such date, indicating no record liens other than Liens in
        favor
        of the Collateral Agent and/or the Lenders and Permitted Liens; and

       

      (B)  The
        Administrative Agent shall have received a report, in form and scope reasonably
        satisfactory to the Administrative Agent, from a firm of independent marine
        insurance brokers reasonably acceptable to the Administrative Agent with
        respect
        to the insurance maintained by the Credit Party in respect of the Transferred
        Vessel transferred on such date, together with a certificate from such broker
        certifying that such insurances (i) are placed with such insurance
        companies and/or underwriters and/or clubs, in such amounts, against such
        risks,
        and in such form, as are customarily insured against by

       

       

       

      
        
          
          

        

        
          73

          
            

          

        

        
          
          

        

      

       

       

       

      similarly
        situated insureds for the protection of the Administrative Agent and/or the
        Lenders as mortgagee and (ii) conform with the insurance requirements of
        the respective Vessel Mortgages.

       

      (iv)  On
        or
        prior to each Flag Jurisdiction Transfer Date, the Administrative Agent shall
        have received a certificate, dated the Flag Jurisdiction Transfer Date, signed
        by an Authorized Officer, member or general partner of the Credit Party
        consummating such Flag Jurisdiction Transfer, certifying that (A) all
        necessary governmental (domestic and foreign) and third party approvals and/or
        consents in connection with the Flag Jurisdiction Transfer being consummated
        on
        such date and otherwise referred to herein shall have been obtained and remain
        in effect, (B) there exists no judgment, order, injunction or other
        restraint prohibiting or imposing materially adverse conditions upon such
        Flag
        Jurisdiction Transfer or the other transactions contemplated by this Agreement
        and (C) copies of resolutions approving the Flag Jurisdiction Transfer of
        such Credit Party and any other matters the Administrative Agent may reasonably
        request.

       

      (v)  On
        each
        Flag Jurisdiction Transfer Date, the Administrative Agent shall have received
        such other agreements, documents and certificates as it shall have reasonably
        requested.

       

      “Flag
        Jurisdiction Transfer Date” shall mean the date on which a Flag Jurisdiction
        Transfer occurs.

       

      “Fleet
        Maintenance Reserve” shall mean for a fiscal quarter one quarter of the
        Annual Fleet Maintenance Reserve Amount for the fiscal year in which such
        fiscal
        quarter occurs.

       

      “Fleet
        Renewal Reserve” shall mean for a fiscal quarter one quarter of the Annual
        Fleet Reserve Renewal Amount for the fiscal year in which such fiscal quarter
        occurs.

       

      “Foreign
        Pension Plan” shall mean any plan, fund (including, without limitation, any
        superannuation fund) or other similar program established or maintained outside
        the United States of America by the Borrower or any one or more of its
        Subsidiaries primarily for the benefit of employees of the Borrower or such
        Subsidiaries residing outside the United States of America, which plan, fund
        or
        other similar program provides, or results in, retirement income, a deferral
        of
        income in contemplation of retirement or payments to be made upon termination
        of
        employment, and which plan is not subject to ERISA or the Code.

       

       “GAAP”
        shall have the meaning provided in Section 15.07(a).

       

      “Guaranty”
        shall have the meaning provided in Section 5.06.

       

      “Hazardous
        Materials” shall mean: (a) any petroleum or petroleum products,
        radioactive materials, asbestos in any form that is or could become friable,
        urea formaldehyde foam insulation, transformers or other equipment that contain
        dielectric fluid containing levels of polychlorinated biphenyls, and radon
        gas;
        (b) any chemicals, materials or substances defined as or included in the
        definition of “hazardous substances,” “hazardous waste,” “hazardous materials,”
“extremely hazardous substances,” “restricted hazardous waste,” “toxic
        substances,” 

       

       

      
        
          
          

        

        
          74

          
            

          

        

        
          
          

        

      

       

       

      “toxic
        pollutants,” “contaminants,” or “pollutants,” or words of similar import, under
        any applicable Environmental Law; and (c) any other chemical, material or
        substance, exposure to which is prohibited, limited or regulated by any
        governmental authority under Environmental Laws.

       

      “Indebtedness”
        shall mean, as to any Person, without duplication, (i) all indebtedness
        (including principal, interest, fees and charges) of such Person for borrowed
        money or for the deferred purchase price of property or services, (ii) the
        maximum amount available to be drawn under all letters of credit (including
        Letters of Credit) issued for the account of such Person and all unpaid drawings
        (including Unpaid Drawings) in respect of such letters of credit, (iii) all
        Indebtedness of the types described in clause (i), (ii), (iv), (v), (vi)
        or
        (vii) of this definition secured by any Lien on any property owned by such
        Person, whether or not such Indebtedness has been assumed by such Person
        (to the
        extent of the value of the respective property), (iv) the aggregate amount
        required to be capitalized under leases under which such Person is the lessee,
        (v) all obligations of such person to pay a specified purchase price for
        goods or services, whether or not delivered or accepted, i.e.,
        take-or-pay and similar obligations, (vi) all Contingent Obligations of
        such Person and (vii) all obligations under any Interest Rate Protection
        Agreement or Other Hedging Agreement or under any similar type of agreement;
        provided that Indebtedness shall in any event not include trade payables
        and expenses accrued in the ordinary course of business.

       

      “Initial
        Borrowing Date” shall mean the date occurring on or after the Effective Date
        on which the initial Borrowing of Loans hereunder occurs.

       

      “Interest
        Determination Date” shall mean, with respect to any Loan, the second
        Business Day prior to the commencement of any Interest Period relating to
        such
        Loan.

       

      “Interest
        Period” shall have the meaning provided in Section 1.08.

       

      “Interest
        Rate Protection Agreement” shall mean any interest rate swap agreement,
        interest rate cap agreement, interest collar agreement, interest rate hedging
        agreement, interest rate floor agreement or other similar agreement or
        arrangement.

       

      “Investments”
        shall have the meaning provided in Section 11.05.

       

      “ISM
        Code” means the International Safety Management Code for the Safe Operating
        of Ships and for Pollution Prevention constituted pursuant to Resolution
        A.
        741(18) of the International Maritime Organization and incorporated into
        the
        Safety of Life at Sea Convention and includes any amendments or extensions
        thereto and any regulation issued pursuant thereto.

       

      “ISPS
        Code” means the International Ship and Port Facility Code adopted by the
        International Maritime Organization at a conference in December 2002 and
        amending the Safety of Life at Sea Convention and includes any amendments
        or
        extensions thereto and any regulation issued pursuant thereto

       

      “Issuing
        Lender” shall mean the Administrative Agent and any Lender (which, for
        purposes of this definition, also shall include any banking affiliate of
        any
        Lender which has

       

       

       

      
        
          
          

        

        
          75

          
            

          

        

        
          
          

        

      

       

       

      agreed
        to
        issue Letters of Credit under this Agreement) which at the request of the
        Borrower and with the consent of the Administrative Agent (which consent
        shall
        not be unreasonably withheld) agrees, in such Lender’s sole discretion, to
        become an Issuing Lender for the purpose of issuing Letters of Credit pursuant
        to Section 2.01.

       

      “Jinhui”
        means Jinhui Shipping and Transportation Limited a company limited
        by
        shares formed under the laws of Bermuda and whose capital stock is listed
        on the
        Oslo Stock Exchange.

       

      “Jinhui
        Pledge” shall mean that certain Pledge of all shares in Jinhui owned by the
        Borrower to be executed pursuant to Section 7.04 in form and substance
        acceptable to the Administrative Agent.

       

       “Leaseholds”
        of any Person means all the right, title and interest of such Person as lessee
        or licensee in, to and under leases or licenses of land, improvements and/or
        fixtures.

       

      “Lender”
        shall mean each financial institution listed on Schedule I, as well as any
        Person which becomes a “Lender” hereunder pursuant to
        15.04(b).

       

      “Lender
        Default” shall mean (i) the refusal (which has not been retracted) or
        other failure (which has not been cured) of a Lender to make available its
        portion of any Borrowing required to be made in accordance with the terms
        of
        this Agreement as then in effect or (ii) a Lender having notified in
        writing the Borrower and/or the Administrative Agent that it does not intend
        to
        comply with its obligations under Section 1.01 or Section 2.03.

       

      “Letter
        of Credit” shall have the meaning provided in Section 2.01(a).

       

      “Letter
        of Credit Fee” shall have the meaning provided in Section
        3.01(b).

       

      “Letter
        of Credit Outstandings” shall mean, at any time, the sum of (i) the
        aggregate Stated Amount of all outstanding Letters of Credit and (ii) the
        amount of all Unpaid Drawings.

       

      “Letter
        of Credit Request” shall have the meaning provided in Section
        2.02(a).

       

      “Leverage
        Ratio” shall mean, at any date of determination, the ratio of Average
        Consolidated Net Indebtedness on such date of determination to Consolidated
        EBITDA for the most recently ended Test Period.

       

      “LIBOR”
        shall mean (a) the rate (rounded upward to the nearest 1/16th of one
        percent)
        for deposits of Dollars for a period equivalent to the relevant Interest
        Period
        at or about 11:00 AM (London time) on the second London Business Day before
        the
        first day of such period as displayed on Telerate page 3750 (British Bankers’
Association Interest Settlement Rates)(or such other page as may replace
        such
        page 3750 on such system or on any other system of the information vendor
        for
        the time being designated by the British Bankers’ Association to calculate BBA
        Interest Settlement (as defined in the British Bankers’ Association’s
        Recommended Terms and Conditions (“BBAIRS” terms) dated August 1985)), provided
        that if on such date no such rate is so displayed for the relevant Interest
        Period, LIBOR for such period

       

       

      
        
          
          

        

        
          76

          
            

          

        

        
          
          

        

      

       

       

      shall
        be
        the arithmetic mean (rounded upward to four decimal places) of the rates
        respectively quoted to the Administrative Agent by a Lender at the request
        of
        the Administrative Agent as the offered rate for deposits of Dollars in an
        amount approximately equal to the amount in relation to which LIBOR is to
        be
        determined for a period equivalent to the relevant Interest Period to prime
        banks in the London Interbank Market at or about 11:00 a.m. (London time)
        on the second Banking Day before the first day of such period divided by
        (b) a
        number equal to 1.00 minus the LIBOR Rate Reserve Percentage.

       

      “LIBOR
        Rate Reserve Percentage” means, for any day, the maximum percentage
        (expressed as a decimal) specified from time to time by the Board of Governors
        of the Federal Reserve System (or any successor) for determining the maximum
        reserve requirements (including, but not limited to supplemental, marginal
        or
        emergency reserves) with respect to eurocurrency funding or a member bank
        in
        such system or a similar requirement of the applicable regulatory agency
        having
        jurisdiction over the Lender.

       

      “Lien”
        shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement,
        encumbrance, lien (statutory or other), preference, priority or other security
        agreement of any kind or nature whatsoever (including, without limitation,
        any
        conditional sale or other title retention agreement, any financing or similar
        statement or notice filed under the UCC or any other similar recording or
        notice
        statute, and any lease having substantially the same effect as any of the
        foregoing).

       

      “Loan”
        shall have the meaning provided in Section 1.01.

       

      “Management
        Agreements” shall have the meaning provided in Section 7.09.

       

      “Mandated
        Lead Arranger” shall have the meaning provided in the first paragraph of the
        Recital of this Agreement.

       

      “Margin
        Stock” shall have the meaning provided in Regulation U.

       

      “Material
        Adverse Effect” shall mean a material adverse effect on the
        (i) Transaction, (ii) business, property, assets, liabilities,
        condition (financial or otherwise), operations or prospects (x) of the
        Mortgaged Vessels or (y) the Borrower and the Subsidiary Guarantors
        taken as a whole, (iii) the rights and remedies of the Administrative Agent
        or the Lenders or (iv) the ability of any Credit Party to perform its
        obligations under the Credit Documents to which it is a party.

       

      “Maturity
        Date” shall mean the tenth anniversary of the Effective Date.

       

      “Memorandum
        of Agreement” means any memorandum of agreement and ancillary documents
        evidencing any agreement between the Borrower or respective Subsidiary Guarantor
        and any Seller so named in the agreement for the purchase of an Additional
        Vessel.

       

      “Minimum
        Borrowing Amount” shall mean US$5,000,000 with any additional drawings in
        increments of US$ 1,000,000.

       

       

      
        
          
          

        

        
          77

          
            

          

        

        
          
          

        

      

       

       

      “Minimum
        Consolidated Net Worth” shall mean not less than US$263,300,000 plus 80% of
        the Net Proceeds received as a result of any new equity issues by the Borrower
        from and after June 30, 2007.

       

      “Moody’s”
        shall mean Moody’s Investors Service, Inc. and its successors.

       

      “Mortgaged
        Vessels” shall mean, collectively, all Existing Vessels and each Additional
        Vessel acquired by the Borrower or a Subsidiary Guarantor and mortgaged to
        the
        Collateral Agent hereunder and individually, any of such vessels.

       

      “Multiemployer
        Plan” shall mean a Plan which is defined in Section 3(37) of
        ERISA.

       

      “NAIC”
        shall mean the National Association of Insurance Commissioners (and its
        successors from time to time).

       

      “Net
        Cash Flow” means the net change in cash for each fiscal quarter after taking
        into consideration the net change in operating activities, investment activities
        and financing activities in the Borrower’s consolidated statement of cash
        flows.

       

      “Net
        Worth” shall mean, as to any Person, the sum of its capital stock, capital
        in excess of par or stated value of shares of its capital stock, retained
        earnings and any other account which, in accordance with GAAP, constitutes
        stockholders’ equity, but excluding any treasury stock.

       

      “Non-Cash
        Charges” means the unamortized charges incurred by the Borrower associated
        with the Existing Credit Facility and Revolving Credit Facility that is charged
        to expense due to the refinancing of the aforementioned.

       

      “Note”
        shall have the meaning provided in Section 1.05(a).

       

      “Notice
        of Borrowing” shall have the meaning provided in Section
        1.03(a).

       

      “Notice
        Office” shall mean the office of the Administrative Agent located at 200
        Park Avenue, 31st Floor,
        New York,
        NY 10166-0396, or such other office as the Administrative Agent may hereafter
        designate in writing as such to the other parties hereto.

       

      “Obligations”
        shall mean all amounts owing to the Administrative Agent, the Collateral
        Agent,
        each Issuing Lender or any Lender pursuant to the terms of this Agreement
        or any
        other Credit Document.

       

      “OPA”
        shall mean the Oil Pollution Act of 1990, as amended, 33 U.S.C. § 2701
etseq.

       

      “Operating
        Account” shall mean all of the Borrower’s and Subsidiary Guarantor’s deposit
        accounts maintained with Nordea Bank Finland PLC, New York Branch or any
        other
        financial institution reasonably acceptable to the Administrative
        Agent.

       

       

      
        
          
          

        

        
          78

          
            

          

        

        
          
          

        

      

       

       

      “Other
        Hedging Agreement” shall mean any foreign exchange contracts, currency swap
        agreements, commodity agreements, forward freight agreements or other similar
        agreements or arrangements designed to protect against the fluctuations in
        currency or commodity values.

       

      “Participant”
        shall have the meaning provided in Section 2.03(a).

       

      “PATRIOT
        Act” shall have the meaning provided in Section 15.21.

       

      “Payment
        Date” shall mean the first Business Day of each April, July, October and
        January, commencing with October 2007 and through, and including, the Maturity
        Date.

       

      “Payment
        Office” shall mean the office of the Administrative Agent located at 200
        Park Avenue, 31st Floor,
        New York,
        NY 10166-0396, or such other office as the Administrative Agent may hereafter
        designate in writing as such to the other parties hereto.

       

      “PBGC”
        shall mean the Pension Benefit Guaranty Corporation established pursuant
        to
        Section 4002 of ERISA, or any successor thereto.

       

      “Percentage”
        of any Lender at any time shall mean 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 Commitment at such time, provided that
        if the Percentage of any Lender is to be determined after the Total Commitment
        has been terminated, then the Percentages of the Lenders shall be determined
        immediately prior (and without giving effect) to such termination.

       

      “Permitted
        Dividend Amount” shall mean, for each fiscal quarter of the Borrower, (i)
        the sum of (x) Available Cash for such fiscal quarter and (y) the Permitted
        Dividend Carry Forward Amount for the immediately preceding fiscal quarter
        minus (ii) the sum of (a) the Fleet Maintenance Reserve for such fiscal
        quarter (b) the Fleet Renewal Reserve for such fiscal quarter, and (c)
        Consolidated Interest Expense for such fiscal quarter;
providedthat the aggregate amount of all Dividends made pursuant
        to sub-clause (y) and Section 11.03(ii) (after giving effect to such carry
        forward) shall not exceed US$150,000,000.

       

      “Permitted
        Dividend Carry Forward Amount” shall mean (i) for the fiscal quarter ending
        June 30, 2005, zero, and (ii) for each fiscal quarter thereafter, the Permitted
        Dividend Amount for such fiscal quarter; provided that to the extent the
        Permitted Dividend Amount for any fiscal quarter is a positive amount, only
        the
        portion of the Permitted Dividend Amount that has not been distributed as
        a
        Dividend pursuant to Section 9.03(ii) shall be included in the calculation
        of
        this clause (ii).

       

      “Permitted
        Encumbrance” shall mean easements, rights-of-way, restrictions,
        encroachments, exceptions to title and other similar charges or encumbrances
        on
        any Mortgaged Vessel or any other property of the Borrower or any of its
        Subsidiaries arising in the ordinary course of business which do not materially
        detract from the value of such Mortgaged Vessel or the property subject
        thereto.

       

       

      
        
          
          

        

        
          79

          
            

          

        

        
          
          

        

      

       

       

      “Permitted
        Holders” shall mean (i) Peter Georgiopoulos (including his immediate
        family members and trusts for his benefit and/or for the benefit of his
        immediate family members) and any corporation or other entity directly or
        indirectly controlled by Peter Georgiopoulos and (ii) Oaktree Capital
        Management, LLC and any corporation or other entity directly or indirectly
        controlled by Oaktree Capital Management, LLC.

       

      “Permitted
        Liens” shall have the meaning provided in Section 11.01.

       

      “Person”
        shall mean any individual, partnership, joint venture, firm, corporation,
        association, trust or other enterprise or any government or political
        subdivision or any agency, department or instrumentality thereof.

       

      “Plan”
        shall mean any pension plan as defined in Section 3(2) of ERISA, which is
        maintained or contributed to by (or to which there is an obligation to
        contribute of) the Borrower or a Subsidiary of the Borrower or any ERISA
        Affiliate, and each such plan for the five-year period immediately following
        the
        latest date on which the Borrower, or a Subsidiary of the Borrower or any
        ERISA
        Affiliate maintained, contributed to or had an obligation to contribute to
        such
        plan.

       

      “Pledge
        Agreement” shall have the meaning provided in Section 5.07.

       

      “Pledge
        Agreement Collateral” shall mean all “Collateral” as defined in the Pledge
        Agreements.

       

      “Pledged
        Securities” shall mean “Securities” as defined in the Pledge Agreements
        pledged (or required to be pledged) pursuant thereto.

       

      “Pre-Delivery
        Installment” means any installment required to be made by a Subsidiary
        Guarantor under a construction contract for an Additional Newbuilding
        Vessel.

       

      “Prime
        Rate” shall mean the rate which the Administrative Agent announces from time
        to time as its prime lending rate, the Prime Rate to change when and as such
        prime lending rate changes.  The Prime Rate is a reference rate and
        does not necessarily represent the lowest or best rate actually charged to
        any
        customer. The Administrative Agent may make commercial loans or other loans
        at
        rates of interest at, above or below the Prime Rate.

       

      “Purchase
        Contract” means one or more of the Memoranda of Agreement entered into on
        July 18, 2007 in respect of the Capesize Vessels.

       

      “Real
        Property” of any Person shall mean all the right, title and interest of such
        Person in and to land, improvements and fixtures, including
        Leaseholds.

       

      “Refinancing
        Loan” means the Loan to be borrowed in order to refinance all outstanding
        indebtedness under the Existing Credit Facility and the Revolving Credit
        Facility.

       

      “Register”
        shall have the meaning provided in Section 15.17.

       

       

      
        
          
          

        

        
          80

          
            

          

        

        
          
          

        

      

       

       

      “Regulation
        D” shall mean Regulation D of the Board of Governors of the Federal Reserve
        System as from time to time in effect and any successor to all or a portion
        thereof establishing reserve requirements.

       

      “Regulation
        T” shall mean Regulation T of the Board of Governors of the Federal Reserve
        System as from time to time in effect and any successor to all or a portion
        thereof.

       

      “Regulation
        U” shall mean Regulation U of the Board of Governors of the Federal Reserve
        System as from time to time in effect and any successor to all or a portion
        thereof.

       

      “Regulation
        X” shall mean Regulation X of the Board of Governors of the Federal Reserve
        System as from time to time in effect and any successor to all or a portion
        thereof.

       

      “Replaced
        Lender” shall have the meaning provided in Section 1.12.

       

      “Replacement
        Lender” shall have the meaning provided in Section 1.12.

       

      “Reportable
        Event” shall mean an event described in Section 4043(c) of ERISA with
        respect to a Plan that is subject to Title IV of ERISA other than those events
        as to which the 30-day notice period is waived under subsection .22, .23,
        .25,
        .27 or .28 of PBGC Regulation Section 4043.

       

      “Required
        Lenders” shall mean Lenders the sum of whose outstanding Commitments (or
        after the termination thereof, outstanding Loans and Percentage of Letter
        of
        Credit Outstanding) at such time represent 50% of the Total Commitments at
        such
        time (or, after termination thereof, the then principal amount of all
        outstanding Loans and all Letter of Credit Outstandings at such time);
provided that in the event the Mandated Lead Arrangers have Commitments,
        in the aggregate, constituting 50% or more of the Total Commitments, the
        Required Lenders shall mean Lenders, the sum of whose outstanding Commitments
        (or after the termination thereof, outstanding Loans and Percentages of Letters
        of Credit Outstanding) at such time represent 66-2/3% of the Total Commitment
        (or after the termination thereof, outstanding Loans and Percentages of Letters
        of Credit Outstanding).

       

      “Restricted”
        shall mean, when referring to cash or Cash Equivalents of the Borrower or
        any of
        its Subsidiaries, that such cash or Cash Equivalents (i) appears (or would
        be
        required to appear) as “restricted” on a consolidated balance sheet of the
        Borrower or of any such Subsidiary (unless such appearance is related to
        the
        Credit Documents or Liens created thereunder), (ii) are subject to any Lien
        in
        favor of any Person other than the Collateral Agent for the benefit of the
        Secured Creditors or (iii) are not otherwise generally available for use
        by the
        Borrower or such Subsidiary.

       

      “Returns”
        shall have the meaning provided in Section 9.09.

       

      “Revolving
        Credit Agreement” shall have the meaning ascribed thereto in the third
        Recital.

       

       

      
        
          
          

        

        
          81

          
            

          

        

        
          
          

        

      

       

       

      “S&P”
        shall mean Standard & Poor’s Rating Services, a division of the McGraw-Hill
        Companies, Inc., and its successors.

       

      “Secured
        Creditors” shall mean the “Secured Creditors” as defined in the Security
        Documents.

       

      “Securities
        Act” shall mean the Securities Act of 1933, as amended.

       

      “Security
        Documents” shall mean the Vessel Acquisition Document Assignment, each
        Pledge Agreement, each Assignment of Earnings, each Assignment of Insurances,
        each Assignment of Charters, each Vessel Mortgage, each Assignment of Purchase
        Contract and, after the execution and delivery thereof, each additional security
        document executed pursuant to Section 10.11.

       

      “Service
        Agreements” shall have the meaning provided in Section 7.09.

       

      “Shareholder
        Rights Agreement” shall mean the Shareholders Rights Agreement entered into
        as of March 1, 2007 by and between the Borrower and Mellon Investor Services
        LLC, a New Jersey limited liability company, as Rights Agent without giving
        effect to any amendments, modifications or supplements thereto.

       

      “SMC”
        means a safety management certificate issued in respect of the Collateral
        Rigs
        in accordance with Rule 13 of the ISM Code.

       

      “Stated
        Amount” of each Letter of Credit shall, at any time, mean the maximum amount
        available to be drawn thereunder (in each case determined without regard
        to
        whether any conditions to drawing could then be met).

       

      “Subsidiary”
        shall mean, as to any Person, (i) any corporation more than 50% of whose
        stock of any class or classes having by the terms thereof ordinary voting
        power
        to elect a majority of the directors of such corporation (irrespective of
        whether or not at the time stock of any class or classes of such corporation
        shall have or might have voting power by reason of the happening of any
        contingency) is at the time owned by such Person and/or one or more Subsidiaries
        of such Person and (ii) any partnership, limited liability company,
        association, joint venture or other entity in which such Person and/or one
        or
        more Subsidiaries of such Person has more than a 50% equity interest at the
        time.

       

      “Subsidiary
        Guarantor” shall mean each direct and indirect Subsidiary of the Borrower
        which is party to the Guaranty, or which executes a counterpart thereof after
        the Effective Date.

       

      “Tax
        Benefit” shall have the meaning provided in Section 4.04(c).

       

      “Taxes”
        shall have the meaning provided in Section 4.04(a).

       

      “Test
        Period” shall mean each period of four consecutive fiscal quarters then last
        ended, in each case taken as one accounting period, provided that in the
        case of
        any first quarter ending prior to December 31, 2007, the “Test Period” shall be
        the period commencing on January 1, 2007 and ending on the last day of such
        fiscal quarter.

       

       

      
        
          
          

        

        
          82

          
            

          

        

        
          
          

        

      

       

       

      “Total
        Commitment” shall mean, at any time, the sum of the Commitments of each of
        the Lenders at such time.

       

      “Total
        Facility Amount” has the meaning provided in the fifth (5th) recital
        paragraph.“Transaction” shall mean, collectively, (i)  the entering
        into of the Credit Documents and the incurrence of Loans hereunder, and
        (ii) the payment of all fees and expenses in connection with the
        foregoing.

       

      “Transferred
        Vessel” shall have the meaning provided in the definition of “Flag
        Jurisdiction Transfer” in this Section 11.

       

      “UCC”
        shall mean the Uniform Commercial Code as from time to time in effect in
        the
        relevant jurisdiction.

       

      “Unfunded
        Current Liability” of any Plan shall mean the amount, if any, by which the
        value of the accumulated plan benefits under the Plan determined on a plan
        termination basis in accordance with actuarial assumptions at such time
        consistent with those prescribed by the PBGC for purposes of Section 4044
        of
        ERISA, exceeds the fair market value of all plan assets allocable to such
        liabilities under Title IV of ERISA (excluding any accrued but unpaid
        contributions).

       

      “United
        States” and “U.S.” shall each mean the United States of
        America.

       

      “Unpaid
        Drawing” shall have the meaning provided in Section 2.04(a).

       

      “Unrestricted”
        shall mean, when referring to cash or Cash Equivalents of the Borrower or
        any of
        its Subsidiaries, that such cash or Cash Equivalents are not
        Restricted.

       

      “Unutilized
        Commitment” shall mean, with respect to any Lender, at any time, an amount
        equal to (i) such Lender’s Commitment at such time, less (ii) the sum
        of the aggregate principal amount of Loans made by such Lender then outstanding
        and such Lender’s Percentage of Letter of Credit Outstandings at such
        time.

       

      “Vessel”
        shall mean sea going vessels and tankers.

       

      “Vessel
        Acquisition” shall mean the acquisition of any Additional
        Vessel.

       

      “Vessel
        Acquisition Borrowing Date” shall have the meaning provided in Section
        6.02(a).

       

      “Vessel
        Acquisition Loan” shall mean any Loans to the Borrower pursuant to this
        Credit Agreement the proceeds of which shall be utilized to fund the acquisition
        of Additional Vessels; provided that any proceeds utilized to fund the
        Capesize Deposit shall not be considered a Vessel Acquisition Loan within
        the
        meaning of this term.

       

       

      
        
          
          

        

        
          83

          
            

          

        

        
          
          

        

      

       

      “Vessel
        Exchange” shall mean the exchange of a Mortgaged Vessel for a Vessel which
        Vessel shall constitute an Acceptable Replacement Vessel and provided that
        the
        following conditions are satisfied with respect to such exchange:

       

      (i)  On
        each
        Vessel Exchange Date, if the Subsidiary owning the Acceptable Replacement
        Vessel
        is not a Credit Party, (A) such Subsidiary shall (1) grant to the
        Collateral Agent a first priority Lien (subject only to Permitted Liens)
        on all
        property of such Subsidiary by executing and delivering a counterpart of
        the
        Pledge Agreement, taking all actions required pursuant to Section 25 of the
        Pledge Agreement to become a Pledgor thereunder, and taking any other action
        reasonably requested by the Administrative Agent and (2) execute and
        deliver a counterpart of the Guaranty and (B) the Borrower shall pledge and
        deliver, or cause to be pledged and delivered, all of the capital stock of
        such
        Subsidiary owned by any Credit Party to the Collateral Agent.

       

      (ii)  On
        each
        Vessel Exchange Date, the Administrative Agent shall have received from counsel
        to the Credit Parties acceptable to the Administrative Agent consummating
        the
        relevant Vessel Exchange opinions reasonably satisfactory to the Administrative
        Agent practicing in those jurisdictions in which the Acceptable Replacement
        Vessel is registered and/or the Credit Party owning such Acceptable Replacement
        Vessel is organized, which opinions shall be addressed to the Administrative
        Agent and each of the Lenders and dated such Vessel Exchange Date, which
        shall
        (x) be in form and substance reasonably acceptable to the Administrative
        Agent and (y) cover the perfection of the security interests granted
        pursuant to the Vessel Mortgage(s) and such other matters incident thereto
        as
        the Administrative Agent may reasonably request.

       

      (iii)  On
        each
        Vessel Exchange Date, the Credit Party which is consummating a Vessel Exchange
        on such date shall have duly authorized, executed and delivered an Assignment
        of
        Earnings, an Assignment of Insurances, and (if applicable) an Assignment
        of
        Charters, together covering all of such Credit Party’s present and future
        Earnings and Insurance Collateral, in each case together with:

       

      (A)  proper
        Financing Statements (Form UCC-1) fully executed for filing under the UCC
        or in
        other appropriate filing offices of each jurisdiction as may be necessary
        or, in
        the reasonable opinion of the Collateral Agent, desirable to perfect the
        security interests purported to be created by the Assignment of Earnings,
        the
        Assignment of Insurances and the Assignment of Charters;

       

      (B)  certified
        copies of Requests for Information or Copies (Form UCC-11), or equivalent
        reports, listing all effective financing statements that name any Credit
        Party
        as debtor and that are filed in the jurisdictions referred to in clause
        (A) above, together with copies of such other financing statements (none of
        which shall cover the Collateral except to the extent evidencing Permitted
        Liens
        unless in respect of which the Collateral Agent shall have received Form
        UCC-3
        Termination Statements (or such other termination statements as shall be
        required by local law) fully executed for filing if required by applicable
        laws); and

       

       

      
        
          
          

        

        
          84

          
            

          

        

        
          
          

        

      

       

      (C)  evidence
        that all other actions necessary or, in the reasonable opinion of the Collateral
        Agent, desirable to perfect and protect the security interests purported
        to be
        created by the Assignment of Earnings, the Assignment of Insurances and (if
        applicable) the Assignment of Charters have been taken.

       

      (iv)  On
        each
        Vessel Exchange Date, the Credit Party which is consummating a Vessel Exchange
        on such date shall have duly authorized, executed and delivered, and caused
        to
        be recorded in the appropriate vessel registry a Vessel Mortgage with respect
        to
        each of such Acceptable Replacement Vessel and such Vessel Mortgages shall
        be
        effective to create in favor of the Collateral Agent and/or the Lenders a
        legal,
        valid and enforceable first priority security interest, in and lien upon
        such
        Acceptable Replacement Vessels, subject only to Permitted
        Liens.  Except as specifically provided above, all filings, deliveries
        of instruments and other actions necessary or desirable in the reasonable
        opinion of the Administrative Agent to perfect and preserve such security
        interests shall have been duly effected and the Administrative Agent shall
        have
        received evidence thereof in form and substance reasonably satisfactory to
        the
        Administrative Agent.

       

      (v)  On
        each
        Vessel Exchange Date, the Administrative Agent shall have received each of
        the
        following with respect to the relevant Acceptable Replacement
        Vessel:

       

      (A)  certificates
        of ownership from appropriate authorities showing (or confirmation updating
        previously reviewed certificates and indicating) the registered ownership
        of
        such Acceptable Replacement Vessel by the relevant Subsidiary
        Guarantor,

       

      (B)  the
        results of maritime registry searches with respect to such Acceptable
        Replacement Vessel, indicating no record liens other than Liens in favor
        of the
        Collateral Agent and/or the Lenders and Permitted Liens,

       

      (C)  class
        certificates from a classification society listed on Schedule IX hereto or
        another internationally recognized classification society acceptable to the
        Administrative Agent, indicating that such Acceptable Replacement Vessel
        meets
        the criteria specified in Section 9.23,

       

      (D)  Appraisals
        of recent date and from at least two Approved Appraisers in scope, form and
        substance reasonably satisfactory to the Administrative Agent, and

       

      (E)  a
        report,
        in form and scope reasonably satisfactory to the Administrative Agent, from
        a
        firm of independent marine insurance brokers reasonably acceptable to the
        Administrative Agent with respect to the insurance maintained by the Credit
        Party in respect of such Acceptable Replacement Vessel, together with a
        certificate from such broker certifying that such insurances (i) are placed
        with such insurance companies and/or underwriters and/or clubs, in such amounts,
        against such risks, and in such form, as are customarily insured against
        by
        similarly situated insureds for the protection of the Administrative
        Agent

       

       

       

      
        
          
          

        

        
          85

          
            

          

        

        
          
          

        

      

       

       

      and/or
        the Lenders as mortgagee and (ii) conform with the insurance requirements
        of the respective Vessel Mortgages.

       

      (vi)  On
        or
        prior to each Vessel Exchange Date:

       

      (A)  the

        Administrative Agent shall have received a certificate, dated the Vessel
        Exchange Date, signed by the senior financial officer of the Borrower which
        certificate shall set forth the calculations required to establish whether
        the
        Borrower is in compliance with the provisions of Section 9.09 after giving
        effect to such Vessel Exchange,

       

      (B)  the
        Administrative Agent shall have received a certificate, dated the Vessel
        Exchange Date, signed by an Authorized Officer, member or general partner
        of the
        Credit Party commencing such Vessel Exchange, certifying that (1) all
        necessary governmental (domestic and foreign) and third party approvals and/or
        consents (including any necessary anti-trust approvals or consents) in
        connection with the Vessel Exchange being consummated on such date and otherwise
        referred to herein shall have been obtained and remain in effect, and all
        applicable waiting periods shall have expired without any action being taken
        by
        any competent authority which, in the reasonable judgment of the Administrative
        Agent, restrains, prevents or imposes materially adverse conditions upon
        the
        consummation of such Vessel Exchange or the transactions contemplated by
        this
        Agreement and (2) there exists no judgment, order, injunction or other
        restraint prohibiting or imposing materially adverse conditions upon such
        Vessel
        Exchange or the other transactions contemplated by this Agreement,
        and

       

      (C)  the
        Administrative Agent shall have received such other documents, certificates
        and
        opinions as it shall have reasonably requested.

       

      “Vessel
        Exchange Date” shall mean each date on which a Vessel Exchange is
        consummated.

       

      “Vessel
        Mortgage” shall mean a first preferred mortgage in substantially the form of
        Exhibit L-1 or L-2, or such other form as may be reasonably satisfactory
        to the
        Administrative Agent, as such first preferred mortgage may be amended, modified
        or supplemented from time to time in accordance with the terms hereof and
        thereof.

       

      “Wholly-Owned
        Subsidiary” shall mean, as to any Person, (i) any corporation 100% of
        whose capital stock (other than director’s qualifying shares) is at the time
        owned by such Person and/or one or more Wholly-Owned Subsidiaries of such
        Person
        and (ii) any partnership, limited liability company, association, joint
        venture or other entity in which such Person and/or one or more Wholly-Owned
        Subsidiaries of such Person has a 100% equity interest at such
        time.

       

       

      
        
          
          

        

        
          86

          
            

          

        

        
          
          

        

      

       

       

      SECTION
        14.  Agency
        and Security Trustee Provisions.

       

      14.01  Appointment.  (a)  The
        Lenders hereby designate DnB NOR Bank ASA, New York Branch, as Administrative
        Agent (for purposes of this Section 12, the term “Administrative Agent”
shall include DnB NOR ASA, New York Branch (and/or any of its affiliates)
        in its
        capacity as Collateral Agent pursuant to the Security Documents and in its
        capacity as security trustee pursuant to the Vessel Mortgages) to act as
        specified herein and in the other Credit Documents.  The Lenders
        hereby designate DnB NOR Bank ASA, New York Branch, as Mandated Lead Arranger
        to
        act as specified herein and in the other Credit Documents.  Each
        Lender hereby irrevocably authorizes, and each holder of any Note by the
        acceptance of such Note shall be deemed irrevocably to authorize, the Agents
        to
        take such action on its behalf under the provisions of this Agreement, the
        other
        Credit Documents and any other instruments and agreements referred to herein
        or
        therein and to exercise such powers and to perform such duties hereunder
        and
        thereunder as are specifically delegated to or required of the Agents by
        the
        terms hereof and thereof and such other powers as are reasonably incidental
        thereto.  The Agents may perform any of its duties hereunder by or
        through its respective officers, directors, agents, employees or affiliates
        and,
        may assign from time to time any or all of its rights, duties and obligations
        hereunder and under the Security Documents to any of its banking
        affiliates.

       

      (b)  The
        Lenders hereby irrevocably appoint DnB NOR ASA, New York Branch as security
        trustee solely or the purpose of holding legal title to the Vessel Mortgages
        on
        each of the flag vessels of an Acceptable Flag Jurisdiction on behalf of
        the
        applicable Lenders, from time to time, with regard to the (i) security,
        powers, rights, titles, benefits and interests (both present and future)
        constituted by and conferred on the Lenders or any of them or for the benefit
        thereof under or pursuant to the Vessel Mortgages (including, without
        limitation, the benefit of all covenants, undertakings, representations,
        warranties and obligations given, made or undertaken by any Lender in the
        Vessel
        Mortgages), (ii) all money, property and other assets paid or transferred
        to or vested in any Lender or any agent of any Lender or received or recovered
        by any Lender or any agent of any Lender pursuant to, or in connection with
        the
        Vessel Mortgages, whether from the Borrower or any Subsidiary Guarantor or
        any
        other person and (iii) all money, investments, property and other assets at
        any time representing or deriving from any of the foregoing, including all
        interest, income and other sums at any time received or receivable by any
        Lender
        or any agent of any Lender in respect of the same (or any part
        thereof).  DnB Nor Bank ASA, New York Branch, hereby accepts such
        appointment as security trustee.

       

      14.02  Nature
        of Duties.  The Agents shall have no duties or responsibilities
        except those expressly set forth in this Agreement and the Security
        Documents.  None of the Agents nor any of their respective officers,
        directors, agents, employees or affiliates shall be liable for any action
        taken
        or omitted by it or them hereunder or under any other Credit Document or
        in
        connection herewith or therewith, unless caused by such Person’s gross
        negligence or willful misconduct (any such liability limited to the applicable
        Agent to whom such Person relates).  The duties of each of the Agents
        shall be mechanical and administrative in nature; none of the Agents shall
        have
        by reason of this Agreement or any other Credit Document any fiduciary
        relationship in respect of any Lender or the holder of any Note; and nothing
        in
        this Agreement or any other Credit Document, expressed or implied, is intended
        to or shall be so

       

       

      
        
          
          

        

        
          87

          
            

          

        

        
          
          

        

      

       

       

      construed
        as to impose upon any Agents any obligations in respect of this Agreement
        or any
        other Credit Document except as expressly set forth herein or
        therein.

       

      14.03  Lack
        of Reliance on the Agents.  Independently and without reliance
        upon the Agents, each Lender and the holder of each Note, to the extent it
        deems
        appropriate, has made and shall continue to make (i) its own independent
        investigation of the financial condition and affairs of the Borrower and
        its
        Subsidiaries in connection with the making and the continuance of the Loans
        and
        the taking or not taking of any action in connection herewith and (ii) its
        own appraisal of the creditworthiness of the Borrower and its Subsidiaries
        and,
        except as expressly provided in this Agreement, none of the Agents shall
        have
        any duty or responsibility, either initially or on a continuing basis, to
        provide any Lender or the holder of any Note with any credit or other
        information with respect thereto, whether coming into its possession before
        the
        making of the Loans or at any time or times thereafter.  None of the
        Agents shall be responsible to any Lender or the holder of any Note for any
        recitals, statements, information, representations or warranties herein or
        in
        any document, certificate or other writing delivered in connection herewith
        or
        for the execution, effectiveness, genuineness, validity, enforceability,
        perfection, collectibility, priority or sufficiency of this Agreement or
        any
        other Credit Document or the financial condition of the Borrower and its
        Subsidiaries or be required to make any inquiry concerning either the
        performance or observance of any of the terms, provisions or conditions of
        this
        Agreement or any other Credit Document, or the financial condition of the
        Borrower and its Subsidiaries or the existence or possible existence of any
        Default or Event of Default.

       

      14.04  Certain
        Rights of the Agents.  If any of the Agents shall request
        instructions from the Required Lenders with respect to any act or action
        (including failure to act) in connection with this Agreement or any other
        Credit
        Document, the Agents shall be entitled to refrain from such act or taking
        such
        action unless and until the Agents shall have received instructions from
        the
        Required Lenders; and the Agents shall not incur liability to any Person
        by
        reason of so refraining.  Without limiting the foregoing, no Lender or
        the holder of any Note shall have any right of action whatsoever against
        the
        Agents as a result of any of the Agents acting or refraining from acting
        hereunder or under any other Credit Document in accordance with the instructions
        of the Required Lenders.

       

      14.05  Reliance.  Each
        of the Agents shall be entitled to rely, and shall be fully protected in
        relying, upon any note, writing, resolution, notice, statement, certificate,
        telex, teletype or telecopier message, cablegram, radiogram, order or other
        document or telephone message signed, sent or made by any Person that the
        applicable Agent believed to be the proper Person, and, with respect to all
        legal matters pertaining to this Agreement and any other Credit Document
        and its
        duties hereunder and thereunder, upon advice of counsel selected by the
        Administrative Agent.

       

      14.06  Indemnification.  To
        the extent any of the Agents is not reimbursed and indemnified by the Borrower,
        the Lenders will reimburse and indemnify the applicable Agents, in proportion
        to
        their respective “percentages” as used in determining the Required Lenders, for
        and against any and all liabilities, obligations, losses, damages, penalties,
        claims, actions, judgments, costs, expenses or disbursements of whatsoever
        kind
        or nature which may be imposed on, asserted against or incurred by such Agents
        in performing their respective duties hereunder or under any other Credit
        Document, in any way relating to or arising out of this

       

       

       

      
        
          
          

        

        
          88

          
            

          

        

        
          
          

        

      

       

       

      Agreement
        or any other Credit Document; provided that no Lender shall be liable in
        respect
        to an Agent for any portion of such liabilities, obligations, losses, damages,
        penalties, actions, judgments, suits, costs, expenses or disbursements resulting
        from such Agent’s gross negligence or willful misconduct.

       

      14.07  The
        Administrative Agent in its Individual Capacity.  With respect to
        its obligation to make Loans under this Agreement, each of the Agents shall
        have
        the rights and powers specified herein for a “Lender” and may exercise the same
        rights and powers as though it were not performing the duties specified herein;
        and the term “Lenders,” “Secured Creditors”, “Required Lenders”, “holders of
        Notes” or any similar terms shall, unless the context clearly otherwise
        indicates, include each of the Agents in their respective individual
        capacity.  Each of the Agents may accept deposits from, lend money to,
        and generally engage in any kind of banking, trust or other business with
        any
        Credit Party or any Affiliate of any Credit Party as if it were not performing
        the duties specified herein, and may accept fees and other consideration
        from
        the Borrower or any other Credit Party for services in connection with this
        Agreement and otherwise without having to account for the same to the
        Lenders.

       

      14.08  Holders.  The
        Administrative Agent may deem and treat the payee of any Note as the owner
        thereof for all purposes hereof unless and until a written notice of the
        assignment, transfer or endorsement thereof, as the case may be, shall have
        been
        filed with the Administrative Agent.  Any request, authority or
        consent of any Person who, at the time of making such request or giving such
        authority or consent, is the holder of any Note shall be conclusive and binding
        on any subsequent holder, transferee, assignee or endorsee, as the case may
        be,
        of such Note or of any Note or Notes issued in exchange therefore.

       

      14.09  Resignation
        by the Administrative Agent.  (a)  The Administrative
        Agent may resign from the performance of all its functions and duties hereunder
        and/or under the other Credit Documents at any time by giving 15 Business
        Days’
prior written notice to the Borrower and the Lenders.  Such
        resignation shall take effect upon the appointment of a successor Administrative
        Agent pursuant to clauses (b) and (c) below or as otherwise provided
        below.  

       

      (b)  Upon
        any
        such notice of resignation by the Administrative Agent, the Required Lenders
        shall appoint a successor Administrative Agent hereunder or thereunder who
        shall
        be a commercial bank or trust company reasonably acceptable to the
        Borrower.

       

      (c)  If
        a
        successor Administrative Agent shall not have been so appointed within such
        15
        Business Day period, the Administrative Agent, with the consent of the Borrower
        (which shall not be unreasonably withheld or delayed), shall then appoint
        a
        commercial bank or trust company with capital and surplus of not less than
        $500,000,000 as successor Administrative Agent who shall serve as Administrative
        Agent hereunder or thereunder until such time, if any, as the Lenders appoint
        a
        successor Administrative Agent as provided above.

       

      (d)  If
        no
        successor Administrative Agent has been appointed pursuant to clause (b)
        or (c)
        above by the 25th Business Day after the date such notice of resignation
        was
        given by the Administrative Agent, the Administrative Agent’s resignation shall
        become effective and the Required Lenders shall thereafter perform all the
        duties of the Administrative

       

       

       

      
        
          
          

        

        
          89

          
            

          

        

        
          
          

        

      

       

       

      Agent
        hereunder and/or under any other Credit Document until such time, if any,
        as the
        Required Lenders appoint a successor Administrative Agent as provided
        above.

       

      SECTION
        15.  Miscellaneous.

       

      15.01  Payment
        of Expenses, etc.  The Borrower agrees that it
        shall:  (i) whether or not the transactions herein contemplated
        are consummated, pay all reasonable out-of-pocket costs and expenses of each
        of
        the Agents (including, without limitation, the reasonable fees and disbursements
        of Seward & Kissel LLP, Johnson Stokes & Master, other counsel to the
        Administrative Agent and the Mandated Lead Arranger and local counsel) in
        connection with the preparation, execution and delivery of this Agreement
        and
        the other Credit Documents and the documents and instruments referred to
        herein
        and therein and any amendment, waiver or consent relating hereto or thereto,
        of
        the Agents in connection with their respective syndication efforts with respect
        to this Agreement and of the Agents and each of the Lenders in connection
        with
        the enforcement of this Agreement and the other Credit Documents and the
        documents and instruments referred to herein and therein (including, without
        limitation, the reasonable fees and disbursements of counsel (including in-house
        counsel) for each of the Agents and for each of the Lenders); (ii) pay and
        hold each of the Lenders harmless from and against any and all present and
        future stamp, documentary, transfer, sales and use, value
        added,  excise and other similar taxes with respect to the foregoing
        matters and save each of the Lenders harmless from and against any and all
        liabilities with respect to or resulting from any delay or omission (other
        than
        to the extent attributable to such Lender) to pay such taxes; and
        (iii) indemnify the Agents, the Collateral Agent and each Lender, and each
        of their respective officers, directors, trustees, employees, representatives
        and agents from and hold each of them harmless against any and all liabilities,
        obligations (including removal or remedial actions), losses, damages, penalties,
        claims, actions, judgments, suits, costs, expenses and disbursements (including
        reasonable attorneys’ and consultants’ fees and disbursements) incurred by,
        imposed on or assessed against any of them as a result of, or arising out
        of, or
        in any way related to, or by reason of, (a) any investigation, litigation
        or other proceeding (whether or not any of the Agents, the Collateral Agent
        or
        any Lender is a party thereto) related to the entering into and/or performance
        of this Agreement or any other Credit Document or the proceeds of any Loans
        hereunder or the consummation of any transactions contemplated herein, or
        in any
        other Credit Document or the exercise of any of their rights or remedies
        provided herein or in the other Credit Documents, or (b) the actual or
        alleged presence of Hazardous Materials on any Vessel or in the air, surface
        water or groundwater or on the surface or subsurface of any property at any
        time
        owned or operated by the Borrower or any of its Subsidiaries, the generation,
        storage, transportation, handling, disposal or Environmental Release of
        Hazardous Materials at any location, whether or not owned or operated by
        the
        Borrower or any of its Subsidiaries, the non-compliance of any Vessel or
        property with foreign, federal, state and local laws, regulations, and
        ordinances (including applicable permits thereunder) applicable to any Vessel
        or
        property, or any Environmental Claim asserted against the Borrower, any of
        its
        Subsidiaries or any Vessel or property at any time owned or operated by the
        Borrower or any of its Subsidiaries, including, in each case, without
        limitation, the reasonable fees and disbursements of counsel and other
        consultants incurred in connection with any such investigation, litigation
        or
        other proceeding (but excluding any losses, liabilities, claims, damages,
        penalties, actions, judgments, suits, costs, disbursements or expenses to
        the
        extent incurred by reason of the gross negligence or willful misconduct of
        the
        Person to be indemnified).  To the extent that the undertaking to
        indemnify,

       

       

       

      
        
          
          

        

        
          90

          
            

          

        

        
          
          

        

      

       

       

       

      pay
        or
        hold harmless each of the Agents or any Lender set forth in the preceding
        sentence may be unenforceable because it violates any law or public policy,
        the
        Borrower shall make the maximum contribution to the payment and satisfaction
        of
        each of the indemnified liabilities which is permissible under applicable
        law.  Notwithstanding the foregoing, neither any Agent nor any Lender,
        nor any of their respective Affiliates, Subsidiaries, officers, directors
        and
        employees shall be responsible to any Person for any consequential, indirect,
        special or punitive damages which may be alleged by such Person arising out
        of
        this Agreement or the other Credit Documents.

       

      15.02  Right
        of Setoff.  In addition to any rights now or hereafter granted
        under applicable law or otherwise, and not by way of limitation of any such
        rights, upon the occurrence and during the continuance of an Event of Default,
        each Lender is hereby authorized at any time or from time to time, without
        presentment, demand, protest or other notice of any kind to any Subsidiary
        or
        the Borrower or to any other Person, any such notice being hereby expressly
        waived, to set off and to appropriate and apply any and all deposits (general
        or
        special) and any other Indebtedness at any time held or owing by such Lender
        (including, without limitation, by branches and agencies of such Lender wherever
        located) to or for the credit or the account of the Borrower or any Subsidiary
        but in any event excluding assets held in trust for any such Person against
        and
        on account of the Obligations and liabilities of the Borrower or such
        Subsidiary, as applicable, to such Lender under this Agreement or under any
        of
        the other Credit Documents, including, without limitation, all interests
        in
        Obligations purchased by such Lender pursuant to Section 15.06(b), and all
        other
        claims of any nature or description arising out of or connected with this
        Agreement or any other Credit Document, irrespective of whether or not such
        Lender shall have made any demand hereunder and although said Obligations,
        liabilities or claims, or any of them, shall be contingent or
        unmatured.

       

      15.03  Notices.  Except
        as otherwise expressly provided herein, all notices and other communications
        provided for hereunder shall be in writing (including telexed, telegraphic
        or
        telecopier communication) and mailed, telexed, telecopied or
        delivered:  if to the Borrower, at the Borrower’s address specified
        under its signature below; if to any Lender, at its address specified opposite
        its name on Schedule II below; and if to the Administrative Agent, at its
        Notice
        Office; or, as to any other Credit Party, at such other address as shall
        be
        designated by such party in a written notice to the other parties hereto
        and, as
        to each Lender, at such other address as shall be designated by such Lender
        in a
        written notice to the Borrower and the Administrative Agent.  All such
        notices and communications shall, (i) when mailed, be effective three
        Business Days after being deposited in the mails, prepaid and properly addressed
        for delivery, (ii) when sent by overnight courier, be effective one
        Business Day after delivery to the overnight courier prepaid and properly
        addressed for delivery on such next Business Day, or (iii) when sent by
        telex or telecopier, be effective when sent by telex or telecopier, except
        that
        notices and communications to the Administrative Agent shall not be effective
        until received by the Administrative Agent.

       

      15.04  Benefit
        of Agreement.  (a)  This Agreement shall be binding upon
        and inure to the benefit of and be enforceable by the respective successors
        and
        assigns of the parties hereto; provided, however, that (i) no Credit Party
        may assign or transfer any of its rights, obligations or interest hereunder
        or
        under any other Credit Document without the prior written consent of the
        Lenders, (ii) although any Lender may transfer, assign or grant
        participations in its

       

       

       

      
        
          
          

        

        
          91

          
            

          

        

        
          
          

        

      

       

       

      rights
        hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and
        may not transfer or assign all or any portion of its Commitments hereunder
        except as provided in Section 15.04(b)) and the transferee, assignee or
        participant, as the case may be, shall not constitute a “Lender” hereunder and
        (iii) no Lender shall transfer or grant any participation under which the
        participant shall have rights to approve any amendment to or waiver of this
        Agreement or any other Credit Document except to the extent such amendment
        or
        waiver would (x) extend the final scheduled maturity of any Loan or Note in
        which such participant is participating, or reduce the rate or extend the
        time
        of payment of interest or Commitment Commission thereon (except in connection
        with a waiver of applicability of any post-default increase in interest rates)
        or reduce the principal amount thereof, or increase the amount of the
        participant’s participation over the amount thereof then in effect (it being
        understood that a waiver of any Default or Event of Default or of a mandatory
        reduction in the Total Commitments shall not constitute a change in the terms
        of
        such participation, and that an increase in any Commitment or Loan shall
        be
        permitted without the consent of any participant if the participant’s
        participation is not increased as a result thereof), (y) consent to the
        assignment or transfer by the Borrower of any of its rights and obligations
        under this Agreement or (z) release all or substantially all of the
        Collateral under all of the Security Documents (except as expressly provided
        in
        the Credit Documents) securing the Loans hereunder in which such participant
        is
        participating.  In the case of any such participation, the participant
        shall not have any rights under this Agreement or any of the other Credit
        Documents (the participant’s rights against such Lender in respect of such
        participation to be those set forth in the agreement executed by such Lender
        in
        favor of the participant relating thereto) and all amounts payable by the
        Borrower hereunder shall be determined as if such Lender had not sold such
        participation.

       

      (b)  Notwithstanding
        the foregoing, any Lender (or any Lender together with one or more other
        Lenders) may (x) assign all or a portion of its Commitment and/or its
        outstanding Loans to its (i) parent company and/or any affiliate of such
        Lender which is at least 50% owned by such Lender or its parent company or
        (ii) in the case of any Lender that is a fund that invests in bank loans,
        any other fund that invests in bank loans and is managed or advised by the
        same
        investment advisor of such Lender or by an Affiliate of such investment advisor
        or (iii) to one or more Lenders or (y) assign with the consent of the
        Borrower (which consent shall not be unreasonably withheld or delayed and
        shall
        not be required if any Event of Default is then in existence) all, or if
        less
        than all, a portion equal to at least $5,000,000 in the aggregate for the
        assigning Lender or assigning Lenders, of such Commitments and outstanding
        principal amount of Loans hereunder to one or more Eligible Transferees
        (treating any fund that invests in bank loans and any other fund that invests
        in
        bank loans and is managed or advised by the same investment advisor of such
        fund
        or by an Affiliate of such investment advisor as a single Eligible Transferee),
        each of which assignees shall become a party to this Agreement as a Lender
        by
        execution of an Assignment and Assumption Agreement, provided that (i) at
        such time Schedule I shall be deemed modified to reflect the Commitments
        (and/or
        outstanding Loans, as the case may be) of such new Lender and of the existing
        Lenders, (ii) new Notes will be issued, at the Borrower’s expense, to such
        new Lender and to the assigning Lender upon the request of such new Lender
        or
        assigning Lender, such new Notes to be in conformity with the requirements
        of
        Section 1.05 (with appropriate modifications) to the extent needed to reflect
        the revised Commitments (and/or outstanding Loans, as the case may be),
        (iii) the consent of the Administrative Agent and each Issuing Bank shall
        be required in connection with any assignment pursuant to preceding clause
        (y) (which consent shall not be unreasonably withheld

       

       

      
        
          
          

        

        
          92

          
            

          

        

        
          
          

        

      

       

       

      or
        delayed), and (iv) the Administrative Agent shall receive at the time of
        each such assignment, from the assigning or assignee Lender, the payment
        of a
        non-refundable assignment fee of $3,000.  To the extent of any
        assignment pursuant to this Section 15.04(b), the assigning Lender shall
        be
        relieved of its obligations hereunder with respect to its assigned Commitments
        (it being understood that the indemnification provisions under this Agreement
        (including, without limitation, Sections 1.09, 1.10, 2.05, 4.04, 15.01 and
        15.06) shall survive as to such assigning Lender).  To the extent that
        an assignment of all or any portion of a Lender’s Commitments and related
        outstanding Obligations pursuant to Section 1.12 or this Section 15.04(b)
        would,
        at the time of such assignment, result in increased costs under Section 1.09,
        1.10, 2.05 or 4.04 from those being charged by the respective assigning Lender
        prior to such assignment, then the Borrower shall not be obligated to pay
        such
        increased costs (although the Borrower shall be obligated to pay any other
        increased costs of the type described above resulting from changes after
        the
        date of the respective assignment).

       

      (c)  Nothing
        in this Agreement shall prevent or prohibit any Lender from pledging its
        Loans
        and Notes hereunder to a Federal Reserve Bank in support of borrowings made
        by
        such Lender from such Federal Reserve Bank and, with the consent of the
        Administrative Agent, any Lender which is a fund may pledge all or any portion
        of its Notes or Loans to a trustee for the benefit of investors and in support
        of its obligation to such investors.

       

      15.05  No
        Waiver; Remedies Cumulative.  No failure or delay on the part of
        the Administrative Agent or any Lender or any holder of any Note in exercising
        any right, power or privilege hereunder or under any other Credit Document
        and
        no course of dealing between the Borrower or any other Credit Party and the
        Administrative Agent or any Lender or the holder of any Note shall operate
        as a
        waiver thereof; nor shall any single or partial exercise of any right, power
        or
        privilege hereunder or under any other Credit Document preclude any other
        or
        further exercise thereof or the exercise of any other right, power or privilege
        hereunder or thereunder.  The rights, powers and remedies herein or in
        any other Credit Document expressly provided are cumulative and not exclusive
        of
        any rights, powers or remedies which the Administrative Agent or any Lender
        or
        the holder of any Note would otherwise have.  No notice to or demand
        on any Credit Party in any case shall entitle any Credit Party to any other
        or
        further notice or demand in similar or other circumstances or constitute
        a
        waiver of the rights of the Administrative Agent or any Lender or the holder
        of
        any Note to any other or further action in any circumstances without notice
        or
        demand.

       

      15.06  Payments
        Pro Rata.  (a)  Except as otherwise provided in this
        Agreement, the Administrative Agent agrees that promptly after its receipt
        of
        each payment from or on behalf of the Borrower in respect of any Obligations
        hereunder, it shall distribute such payment to the Lenders (other than any
        Lender that has consented in writing to waive its pro rata share of any such
        payment) pro rata based upon their respective shares, if any, of the Obligations
        with respect to which such payment was received.

       

      (b)  Each
        of
        the Lenders agrees that, if it should receive any amount hereunder (whether
        by
        voluntary payment, by realization upon security, by the exercise of the right
        of
        setoff or banker’s lien, by counterclaim or cross action, by the enforcement of
        any right under the Credit Documents, or otherwise), which is applicable
        to the
        payment of the principal of, or interest on, the Loans or Commitment Commission,
        of a sum which with respect to the related

       

       

      
        
          
          

        

        
          93

          
            

          

        

        
          
          

        

      

       

       

      sum
        or
        sums received by other Lenders is in a greater proportion than the total
        of such
        Obligation then owed and due to such Lender bears to the total of such
        Obligation then owed and due to all of the Lenders immediately prior to such
        receipt, then such Lender receiving such excess payment shall purchase for
        cash
        without recourse or warranty from the other Lenders an interest in the
        Obligations of the respective Credit Party to such Lenders in such amount
        as
        shall result in a proportional participation by all the Lenders in such amount;
        provided that if all or any portion of such excess amount is thereafter
        recovered from such Lender, such purchase shall be rescinded and the purchase
        price restored to the extent of such recovery, but without
        interest.

       

      15.07  Calculations;
        Computations.  (a)  The financial statements to be
        furnished to the Lenders pursuant hereto shall be made and prepared in
        accordance with generally accepted accounting principles in the United States
        consistently applied throughout the periods involved (except as set forth
        in the
        notes thereto or as otherwise disclosed in writing by the Borrower to the
        Lenders).  In addition, all computations determining compliance with
        Sections 11.07 through 11.11, inclusive, shall utilize accounting principles
        and
        policies in conformity with those in effect on the Effective Date (with the
        foregoing generally accepted accounting principles, subject to the preceding
        proviso, herein called “GAAP”).  Unless otherwise noted, all
        references in this Agreement to “generally accepted accounting principles” shall
        mean generally accepted accounting principles as in effect in the United
        States.

       

      (b)  All
        computations of interest and Commitment Commission hereunder shall be made
        on
        the basis of a year of 360 days for the actual number of days (including
        the
        first day but excluding the last day) occurring in the period for which such
        interest or Commitment Commission are payable.

       

      15.08  GOVERNING
        LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY
        TRIAL.  (a)  THIS AGREEMENT AND
        THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
        HEREUNDER AND THEREUNDER SHALL, EXCEPT AS OTHERWISE PROVIDED IN CERTAIN OF
        THE
        VESSEL MORTGAGES, BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE
        LAW OF
        THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICT OF LAWS RULES (OTHER
        THAN
        TITLE 14 OF ARTICLE 5 OF THE GENERAL OBLIGATIONS LAW).  ANY LEGAL
        ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT
        MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE COUNTY
        OF
        NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND,
        BY
        EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER HEREBY IRREVOCABLY
        ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
        UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS.  THE
        BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY
        OF
        THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING
        OF
        COPIES THEREOF BY REGISTERED MAIL, POSTAGE PREPAID, TO THE BORROWER AT ITS
        ADDRESS SET FORTH OPPOSITE ITS SIGNATURE BELOW, SUCH SERVICE TO BECOME EFFECTIVE
        30 DAYS AFTER SUCH MAILING.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF
        THE ADMINISTRATIVE AGENT UNDER THIS

       

       

       

      
        
          
          

        

        
          94

          
            

          

        

        
          
          

        

      

       

       

      AGREEMENT,
        ANY LENDER OR THE HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER
        PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST
        ANY CREDIT PARTY IN ANY OTHER JURISDICTION.  IF AT ANY TIME DURING
        WHICH THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT REMAINS IN EFFECT, THE
        BORROWER DOES NOT MAINTAIN A REGULARLY FUNCTIONING OFFICE IN NEW YORK CITY,
        IT
        WILL DULY APPOINT, AND AT ALL TIMES MAINTAIN, AN AGENT IN NEW YORK CITY FOR
        THE
        SERVICE OF PROCESS OR SUMMONS, AND WILL PROVIDE TO THE ADMINISTRATIVE AGENT
        AND
        THE LENDERS WRITTEN NOTICE OF THE IDENTITY AND ADDRESS OF SUCH AGENT FOR
        SERVICE
        OF PROCESS OR SUMMONS; PROVIDED THAT ANY FAILURE ON THE PART OF  THE
        BORROWER TO COMPLY WITH THE FOREGOING PROVISIONS OF THIS SENTENCE SHALL NOT
        IN
        ANY WAY PREJUDICE OR LIMIT THE SERVICE OF PROCESS OR SUMMONS IN ANY OTHER
        MANNER
        DESCRIBED ABOVE IN THIS SECTION 15.08 OR OTHERWISE PERMITTED BY
        LAW.

       

      (b)  THE
        BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
        HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS
        ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT
        BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY FURTHER
        IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT
        ANY
        SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
        INCONVENIENT FORUM.

       

      (c)  EACH
        OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A
        TRIAL
        BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING
        TO
        THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED
        HEREBY OR THEREBY.

       

      15.09  Counterparts.  This
        Agreement may be executed in any number of counterparts and by the different
        parties hereto on separate counterparts, each of which when so executed and
        delivered shall be an original, but all of which shall together constitute
        one
        and the same instrument.  A set of counterparts executed by all the
        parties hereto shall be lodged with the Borrower and the Administrative
        Agent.

       

      15.10  Effectiveness.  This
        Agreement shall become effective on the date (the “Effective Date”) on
        which the Borrower, the Administrative Agent and each of the Lenders who
        are
        initially parties hereto shall have signed a counterpart hereof (whether
        the
        same or different counterparts) and shall have delivered the same to the
        Administrative Agent or, in the case of the Lenders, shall have given to
        the
        Administrative Agent telephonic (confirmed in writing), written or facsimile
        notice (actually received) at such office that the same has been signed and
        mailed to it.  The Administrative Agent will give the Borrower and
        each Lender prompt written notice of the occurrence of the Effective
        Date.

       

       

      
        
          
          

        

        
          95

          
            

          

        

        
          
          

        

      

       

      15.11  Headings
        Descriptive.  The headings of the several sections and subsections
        of this Agreement are inserted for convenience only and shall not in any
        way
        affect the meaning or construction of any provision of this
        Agreement.

       

      15.12  Amendment
        or Waiver; etc.  (a)  Neither this Agreement nor any
        other Credit Document nor any terms hereof or thereof may be changed, waived,
        discharged or terminated unless such change, waiver, discharge or termination
        is
        in writing signed by the respective Credit Parties party thereto and the
        Required Lenders, provided that no such change, waiver, discharge or
        termination shall, without the consent of each Lender (with Obligations being
        directly affected in the case of following clause (i) and, in the case of
        the following clause (vi), to the extent that any such Lender would be required
        to make a Loan in excess of its pro rata portion provided for in this Agreement
        or would receive a payment or prepayment of Loans or a commitment reduction
        that
        (in any case) is less than its pro rata portion provided for in this Agreement,
        in each case, as a result of any such amendment, modification or waiver referred
        to in the following clause (vi)), (i) extend the final scheduled maturity
        of any Loan or Note, extend the timing for or reduce the principal amount
        of any
        Commitment reduction pursuant to Section 3.03(b) or (c) or reduce the rate
        or extend the time of payment of interest on any Loan or Note or Letter of
        Credit Fee or Commitment Commission (except in connection with the waiver
        of
        applicability of any post-default increase in interest rates), or reduce
        the
        principal amount thereof (except to the extent repaid in cash),
        (ii) release any Vessel Mortgage (except as expressly provided in the
        Credit Documents), (iii) amend, modify or waive any provision of this
        Section 15.12(a), (iv) reduce the percentage specified in the definition of
        Required Lenders (it being understood that, with the consent of the Required
        Lenders, additional extensions of credit pursuant to this Agreement may be
        included in the determination of the Required Lenders on substantially the
        same
        basis as the extensions of Loans and Commitments are included on the Effective
        Date), (v) consent to the assignment or transfer by the Borrower of any of
        its rights and obligations under this Agreement, (vi) amend, modify or
        waive Section 1.06 or amend, modify or waive any other provision in this
        Agreement to the extent providing for payments or prepayments of Loans or
        reductions in Commitments, in each case, to be applied pro rata among the
        Lenders entitled to such payments or prepayments of Loans or reductions in
        Commitments (it being understood that the provision of additional extensions
        of
        credit pursuant to this Agreement, or the waiver of reduction or any mandatory
        prepayment of Loans by the Required Lenders shall not constitute an amendment,
        modification or waiver for purposes of this clause (vi)), or (vii) release
        any Subsidiary Guarantor from a Guaranty to the extent same owns a Mortgaged
        Vessel; provided, further, that no such change, waiver, discharge
        or termination shall (u) increase the Commitments of any Lender over the
        amount thereof then in effect without the consent of such Lender (it being
        understood that waivers or modifications of conditions precedent, covenants,
        Defaults or Events of Default shall not constitute an increase of the Commitment
        of any Lender, and that an increase in the available portion of any Commitment
        of any Lender shall not constitute an increase in the Commitment of such
        Lender), (v) without the consent of each Agent, amend, modify or waive any
        provision of Section 14 as same applies to such Agent or any other provision
        as
        same relates to the rights or obligations of such Agent, (w) without the
        consent of each Issuing Lender, amend, modify or waive any provision of Section
        2 or alter its rights or obligations with respect to Letters of Credit or
        (x) without the consent of the Collateral Agent, amend, modify or waive any
        provision relating to the rights or obligations of the Collateral
        Agent.  

       

       

      
        
          
          

        

        
          96

          
            

          

        

        
          
          

        

      

       

      (b)  If,
        in
        connection with any proposed change, waiver, discharge or termination to
        any of
        the provisions of this Agreement as contemplated by clauses (i) through (v),
        inclusive, of the first proviso to Sections 15.12(a), the consent of the
        Required Lenders is obtained but the consent of one or more of such other
        Lenders whose consent is required is not obtained, then the Borrower shall
        have
        the right, so long as all non-consenting Lenders whose individual consent
        is
        required are treated as described in either clauses (A) or (B) below, to
        either
        (A) replace each such non-consenting Lender or Lenders with one or more
        Replacement Lenders pursuant to Section 1.12 so long as at the time of such
        replacement, each such Replacement Lender consents to the
        proposed  change, waiver, discharge or termination or
        (B) terminate such non-consenting Lender’s Commitment, and repay such
        non-consenting Lender’s outstanding Loans, in accordance with
        Sections 3.02(b) and/or 4.01(iv), provided that, unless the
        Commitments are terminated, and Loans repaid, pursuant to preceding
        clause (B) are immediately replaced in full at such time through the
        addition of new Lenders or the increase of the Commitments and/or outstanding
        Loans of existing Lenders (who in each case must specifically consent thereto),
        then in the case of any action pursuant to preceding clause (B) the
        Required Lenders (determined before giving effect to the proposed action)
        shall
        specifically consent thereto, provided, further, that in any event
        the Borrower shall not have the right to replace a Lender, terminate its
        Commitment or repay its Loans solely as a result of the exercise of such
        Lender’s rights (and the withholding of any required consent by such Lender)
        pursuant to the second proviso to Section 15.12(a).

       

      15.13  Survival.  All
        indemnities set forth herein including, without limitation, in Sections 1.09,
        1.10, 2.05, 4.04, 15.01 and 15.06 shall, subject to Section 15.15 (to the
        extent
        applicable), survive the execution, delivery and termination of this Agreement
        and the Notes and the making and repayment of the Loans.

       

      15.14  Domicile
        of Loans.  Each Lender may transfer and carry its Loans at, to or
        for the account of any office, Subsidiary or Affiliate of such
        Lender.  Notwithstanding anything to the contrary contained herein, to
        the extent that a transfer of Loans pursuant to this Section 15.14 would,
        at the time of such transfer, result in increased costs under Section 1.09,
        1.10, 2.05, or 4.04 from those being charged by the respective Lender prior
        to
        such transfer, then the Borrower shall not be obligated to pay such increased
        costs (although the Borrower shall be obligated to pay any other increased
        costs
        of the type described above resulting from changes after the date of the
        respective transfer).

       

      15.15  Limitation
        on Additional Amounts, etc.  Notwithstanding anything to the
        contrary contained in Sections 1.09, 1.10, 2.05 or 4.04 of this Agreement,
        unless a Lender gives notice to the Borrower that it is obligated to pay
        an
        amount under any such Section within one year after the later of (x) in the
        case of Taxes, the date the Lender receives notice from the relevant taxing
        authority of the respective increased cost, Tax, loss, expense or liability,
        and
        in all other cases the date the Lender incurs the respective increased cost,
        loss, expense or liability, reduction in amounts received or receivable or
        reduction in return on capital or (y) the date such Lender has actual
        knowledge of its incurrence of the respective increased costs, Taxes, loss,
        expense or liability, reductions in amounts received or receivable or reduction
        in return on capital, then such Lender shall only be entitled to be compensated
        for such amount by the Borrower pursuant to said Section 1.09, 1.10, 2.05
        or
        4.04, as the case may be, to the extent the costs, Taxes, loss, expense or
        liability, reduction in amounts received or receivable or reduction

       

       

      
        
          
          

        

        
          97

          
            

          

        

        
          
          

        

      

       

       

      in
        return
        on capital are incurred or suffered on or after the date which occurs one
        year
        prior to such Lender giving notice to the Borrower that it is obligated to
        pay
        the respective amounts pursuant to said Section 1.09, 1.10, 2.05 or 4.04,
        as the
        case may be.  This Section 15.15 shall have no applicability to any
        Section of this Agreement other than said Sections 1.09, 1.10, 2.05 and
        4.04.

       

      15.16  Confidentiality.  (a)  Subject
        to the provisions of clause (b) of this Section 15.16, each Lender agrees
        that it will use its best efforts not to disclose without the prior consent
        of
        the Borrower (other than to its employees, auditors, advisors or counsel
        or to
        another Lender if the Lender or such Lender’s holding or parent company or board
        of trustees in its sole discretion determines that any such party should
        have
        access to such information, provided such Persons shall be subject to the
        provisions of this Section 15.16 to the same extent as such Lender)
        any  information with respect to the Borrower or any of its
        Subsidiaries which is now or in the future furnished pursuant to this Agreement
        or any other Credit Document, provided that any Lender may disclose any such
        information (a) as has become generally available to the public other than
        by virtue of a breach of this Section 15.16(a) by the respective Lender,
        (b) as may be required in any report, statement or testimony submitted to
        any municipal, state or Federal regulatory body having or claiming to have
        jurisdiction over such Lender or to the Federal Reserve Board or the Federal
        Deposit Insurance Corporation or similar organizations (whether in the United
        States or elsewhere) or their successors, (c) as may be required in respect
        to any summons or subpoena or in connection with any litigation, (d) in
        order to comply with any law, order, regulation or ruling applicable to such
        Lender, (e) to the Administrative Agent or the Collateral Agent and
        (f) to any prospective or actual transferee or participant in connection
        with any contemplated transfer or participation of any of the Notes or
        Commitments or any interest therein by such Lender, provided that such
        prospective transferee expressly agrees to be bound by the confidentiality
        provisions contained in this Section 15.16.

       

      (b)  The
        Borrower hereby acknowledges and agrees that each Lender may share with any
        of
        its affiliates any information related to the Borrower or any of its
        Subsidiaries (including, without limitation, any nonpublic customer information
        regarding the creditworthiness of the Borrower or its Subsidiaries), provided
        such Persons shall be subject to the provisions of this Section 15.16 to
        the
        same extent as such Lender.

       

      15.17  Register.  The
        Borrower hereby designates the Administrative Agent to serve as the Borrower’s
        agent, solely for purposes of this Section 15.17, to maintain a register
        (the
“Register”) on which it will record the Commitments from time to time of
        each of the Lenders, the Loans made by each of the Lenders and each repayment
        and prepayment in respect of the principal amount of the Loans of each
        Lender.  Failure to make any such recordation, or any error in such
        recordation  shall not affect the Borrower’s obligations in respect of
        such Loans.  With respect to any Lender, the transfer of the
        Commitments of such Lender and the rights to the principal of, and interest
        on,
        any Loan made pursuant to such Commitments shall not be effective until such
        transfer is recorded on the Register maintained by the Administrative Agent
        with
        respect to ownership of such Commitments and Loans and prior to such recordation
        all amounts owing to the transferor with respect to such Commitments and
        Loans
        shall remain owing to the transferor.  The registration of assignment
        or transfer of all or part of any Commitments and Loans shall be recorded
        by the
        Administrative Agent on the Register only upon the acceptance by the
        Administrative Agent of a properly executed and delivered

       

       

       

      
        
          
          

        

        
          98

          
            

          

        

        
          
          

        

      

       

       

      Assignment
        and Assumption Agreement pursuant to Section 15.04(b).  Coincident
        with the delivery of such an Assignment and Assumption Agreement to the
        Administrative Agent for acceptance and registration of assignment or transfer
        of all or part of a Loan, or as soon thereafter as practicable, the assigning
        or
        transferor Lender shall surrender the Note evidencing such Loan, and thereupon
        one or more new Notes in the same aggregate principal amount shall be issued
        to
        the assigning or transferor Lender and/or the new Lender.  The
        Borrower agrees to indemnify the Administrative Agent from and against any
        and
        all losses, claims, damages and liabilities of whatsoever nature which may
        be
        imposed on, asserted against or incurred by the Administrative Agent in
        performing its duties under this Section 15.17, except to the extent caused
        by
        the Administrative Agent’s own gross negligence or willful
        misconduct.

       

      15.18  Judgment
        Currency.  If for the purposes of obtaining judgment in any court
        it is necessary to convert a sum due from the Borrower hereunder or under
        any of
        the Notes in the currency expressed to be payable herein or under the Notes
        (the
“specified currency”) into another currency, the parties hereto agree, to
        the fullest extent that they may effectively do so, that the rate of exchange
        used shall be that at which in accordance with normal banking procedures
        the
        Administrative Agent could purchase the specified currency with such other
        currency at the Administrative Agent’s New York office on the Business Day
        preceding that on which final judgment is given.  The obligations of
        the Borrower in respect of any sum due to any Lender or the Administrative
        Agent
        hereunder or under any Note shall, notwithstanding any judgment in a currency
        other than the specified currency, be discharged only to the extent that
        on the
        Business Day following receipt by such Lender or the Administrative Agent
        (as
        the case may be) of any sum adjudged to be so due in such other currency
        such
        Lender or the Administrative Agent (as the case may be) may in accordance
        with
        normal banking procedures purchase the specified currency with such other
        currency; if the amount of the specified currency so purchased is less than
        the
        sum originally due to such Lender or the Administrative Agent, as the case
        may
        be, in the specified currency, the Borrower agrees, to the fullest extent
        that
        it may effectively do so, as a separate obligation and notwithstanding any
        such
        judgment, to indemnify such Lender or the Administrative Agent, as the case
        may
        be, against such loss, and if the amount of the specified currency so purchased
        exceeds the sum originally due to any Lender or the Administrative Agent,
        as the
        case may be, in the specified currency, such Lender or the Administrative
        Agent,
        as the case may be, agrees to remit such excess to the Borrower.

       

      15.19  Language.  All
        correspondence, including, without limitation, all notices, reports and/or
        certificates, delivered by any Credit Party to the Administrative Agent,
        the
        Collateral Agent or any Lender shall, unless otherwise agreed by the respective
        recipients thereof, be submitted in the English language or, to the extent
        the
        original of such document is not in the English language, such document shall
        be
        delivered with a certified English translation thereof.

       

      15.20  Waiver
        of Immunity.  The Borrower, in respect of itself, each other
        Credit Party, its and their process agents, and its and their properties
        and
        revenues, hereby irrevocably agrees that, to the extent that the Borrower,
        any
        other Credit Party or any of its or their properties has or may hereafter
        acquire any right of immunity from any legal proceedings, whether in the
        United
        States, the Republic of the Marshall Islands, Hong Kong or elsewhere, to
        enforce
        or collect upon the Obligations of the Borrower or any other Credit Party
        related to or arising from the transactions contemplated by any of the Credit
        Documents, including, without limitation,

       

       

      
        
          
          

        

        
          99

          
            

          

        

        
          
          

        

      

       

       

      immunity
        from service of process, immunity from jurisdiction or judgment of any court
        or
        tribunal, immunity from execution of a judgment, and immunity of any of its
        property from attachment prior to any entry of judgment, or from attachment
        in
        aid of execution upon a judgment, the Borrower, for itself and on behalf
        of the
        other Credit Parties, hereby expressly waives, to the fullest extent permissible
        under applicable law, any such immunity, and agrees not to assert any such
        right
        or claim in any such proceeding, whether in the United States, the Republic
        of
        the Marshall Islands, Hong Kong or elsewhere.

       

      15.21  USA
        PATRIOT Act Notice.  Each Lender hereby notifies each Credit Party
        that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub.:
        107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”), it
        is required to obtain, verify, and record information that identifies each
        Credit Party, which information includes the name of each Credit Party and
        other
        information that will allow such Lender to identify each Credit Party in
        accordance with the PATRIOT Act, and each Credit Party agrees to provide
        such
        information from time to time to any Lender.

       

      *     *     *

       

       

      100

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

      IN
        WITNESS WHEREOF, the parties hereto have caused their duly authorized officers
        to execute and deliver this Agreement as of the date first above
        written.

       

                                   
GENCO
        SHIPPING
& TRADING LIMITED,

                                   
as
        Borrower

       

                                    By:
/s/
        John
        Wobensmith

      
        	
                 

              	
                Name:
                  John Wobensmith

              


      

      
        	
                 

              	
                Title: 
                  Chief Financial Officer

              


      

      
        	
                 

              	
                Address:
                  299 Park Avenue, 20th
                  floor, New
                  York, NY 10171

              


      

      
        	
                 

              	
                Telephone:
                  646-443-8550

              


      

      
        	
                 

              	
                Facsimile:
                  646-443-8551

              


        	 	 


        	 	DNB
                NOR BANK ASA, NEW YORK BRANCH, as Administrative Agent, Collateral
                Agent,
                Mandated Lead Arranger and a Lender 


      

       

                                    By:
/s/ Nikolai
        A.
        Nachamkin

      
        
          	
                   

                	
                  Name:
                    Nikolai A. Nachamkin

                


        

        
          	
                   

                	
                  Title: 
                    Senior Vice President

                


        

         

      

      
        
          
            	 	By:
                    /s/ Cathleen Buckley


            	
                     

                  	
                    Name:
                      Cathleen Buckley

                  


          

          
            	
                     

                  	
                    Title: 
                      Vice President

                  


          

           

        

      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        I

       

       

       

      THE
        LENDERS AND THE COMMITMENTS

       

       

      
        	
                Lender

              	
                Commitment

              
	
                DNB
                  NOR BANK ASA, NEW YORK BRANCH

              	
                $1,377,000,000

              
	
                Totals

              	
                $1,377,000,000

              


      

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        II

       

       

       

      THE
        LENDERS’ ADDRESSES

       

      
        	
                INSTITUTIONS

              	
                ADDRESSES

              
	
                DNB
                  NOR BANK ASA, NEW YORK BRANCH

              	
                DnB
                  NOR Bank ASA

                200
                  Park Avenue, 31st
                  Floor

                New
                  York, NY  10166-0396

                Attn:  Nikolai
                  Nachamkin

                          
Cathleen
                  Buckley

                Telephone:  212-681-3863

                         
    212-681-3861

                Facsimile:  212-681-3900

                e-mail:  nikolai.nachamkin@dnbnor.no

                     cathleen.buckley@dnbnor.no

              


      

       

       

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        III

       

       

       

      SUBSIDIARY
        GUARANTORS AND EXISTING VESSELS

      


      


      
        	
                Vessel
                  Name

              	
                Vessel
                  Owner

              	
                Registry
                  Number

              	
                Jurisdiction
                  of Registry

              	
                Flag

              
	 	 	 	 	 
	
                Genco
                  Acheron

              	
                Genco
                  Acheron Limited

              	
                HK-8742

              	
                Hong
                  Kong

              	
                Hong
                  Kong

              
	
                Genco
                  Beauty

              	
                Genco
                  Beauty Limited

              	
                HK-1284

              	
                Hong
                  Kong

              	
                Hong
                  Kong

              
	
                Genco
                  Commander

              	
                Genco
                  Commander Limited

              	
                HK-1781

              	
                Hong
                  Kong

              	
                Hong
                  Kong

              
	
                Genco
                  Knight

              	
                Genco
                  Knight Limited

              	
                HK-1273

              	
                Hong
                  Kong

              	
                Hong
                  Kong

              
	
                Genco
                  Leader

              	
                Genco
                  Leader Limited

              	
                HK-1046

              	
                Hong
                  Kong

              	
                Hong
                  Kong

              
	
                Genco
                  Muse

              	
                Genco
                  Muse Limited

              	
                HK-1615

              	
                Hong
                  Kong

              	
                Hong
                  Kong

              
	
                Genco
                  Vigour

              	
                Genco
                  Vigour Limited

              	
                HK-1283

              	
                Hong
                  Kong

              	
                Hong
                  Kong

              
	
                Genco
                  Trader

              	
                Genco
                  Trader Limited

              	
                HK-1047

              	
                Hong
                  Kong

              	
                Hong
                  Kong

              
	
                Genco
                  Carrier

              	
                Genco
                  Carrier Limited

              	
                HK-0993

              	
                Hong
                  Kong

              	
                Hong
                  Kong

              
	
                Genco
                  Prosperity

              	
                Genco
                  Prosperity Limited

              	
                HK-0914

              	
                Hong
                  Kong

              	
                Hong
                  Kong

              
	
                Genco
                  Success

              	
                Genco
                  Success Limited

              	
                HK-1113

              	
                Hong
                  Kong

              	
                Hong
                  Kong

              
	
                Genco
                  Wisdom

              	
                Genco
                  Wisdom Limited

              	
                HK-0932

              	
                Hong
                  Kong

              	
                Hong
                  Kong

              
	
                Genco
                  Marine

              	
                Genco
                  Marine Limited

              	
                HK-0709

              	
                Hong
                  Kong

              	
                Hong
                  Kong

              
	
                Genco
                  Explorer

              	
                Genco
                  Explorer Limited

              	
                HK-0895

              	
                Hong
                  Kong

              	
                Hong
                  Kong

              
	
                Genco
                  Pioneer

              	
                Genco
                  Pioneer Limited

              	
                HK-0970

              	
                Hong
                  Kong

              	
                Hong
                  Kong

              
	
                Genco
                  Progress

              	
                Genco
                  Progress Limited

              	
                HK-0964

              	
                Hong
                  Kong

              	
                Hong
                  Kong

              
	
                Genco
                  Reliance

              	
                Genco
                  Reliance Limited

              	
                HK-1124

              	
                Hong
                  Kong

              	
                Hong
                  Kong

              
	
                Genco
                  Surprise

              	
                Genco
                  Surprise Limited

              	
                HK-1782

              	
                Hong
                  Kong

              	
                Hong
                  Kong

              
	
                Genco
                  Sugar

              	
                Genco
                  Sugar Limited

              	
                HK-0732

              	
                Hong
                  Kong

              	
                Hong
                  Kong

              


      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        SCHEDULE
          IV

      

      
 

      SUBSIDIARY
        GUARANTORS AND CAPESIZE VESSELS

       

      
        	
                Current
                  Vessel Name

              	
                Vessel
                  Owner

              	
                To
                  Be Named

              
	
                Ferro
                  Goa

              	
                Genco
                  Augustus Limited

              	
                Genco
                  Augustus

              
	
                Ferro
                  Fos

              	
                Genco
                  Tiberius Limited

              	
                Genco
                  Tiberius

              
	
                G
                  Hull 1044

              	
                Genco
                  London Limited

              	
                Genco
                  London

              
	
                G
                  Hull 1118

              	
                Genco
                  Titus Limited

              	
                Genco
                  Titus

              
	
                Hull
                  S-8071

              	
                Genco
                  Constantine Limited

              	
                Genco
                  Constantine

              
	
                Hull
                  1032

              	
                Genco
                  Hadrian Limited

              	
                Genco
                  Hadrian

              
	
                Hull
                  1033

              	
                Genco
                  Commodus Limited

              	
                Genco
                  Commodus

              
	
                Hull
                  1034

              	
                Genco
                  Maximus Limited

              	
                Genco
                  Maximus

              
	
                Hull
                  1041

              	
                Genco
                  Claudius Limited

              	
                Genco
                  Claudius

              


      

      


       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

         

        SCHEDULE
          V

      

       

       

       

      INDEBTEDNESS

       

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        SCHEDULE
          VI



       

       

       

       

      INSURANCE

       

       

      See
        attached.

       

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      SCHEDULE
        VII


       

       

       

       

      ERISA

       

       

      None.

      


       

       

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        VIII

       

       

       

       

      SUBSIDIARIES

       

      


      
        	
                 

                Name
                  of Subsidiary

              	
                 

                Direct
                  Owner(s)

              	
                Percent(%)
                  Ownership

              	
                Jurisdiction
                  of

                Organization

              
	
                Genco
                  Acheron Limited

              	
                Genco
                  Shipping & Trading Limited

              	
                100%

              	
                Marshall
                  Islands

              
	
                Genco
                  Commander Limited

              	
                Genco
                  Shipping & Trading Limited

              	
                100%

              	
                Marshall
                  Islands

              
	
                Genco
                  Surprise Limited

              	
                Genco
                  Shipping & Trading Limited

              	
                100%

              	
                Marshall
                  Islands

              
	
                Genco
                  Muse Limited

              	
                Genco
                  Shipping & Trading Limited

              	
                100%

              	
                Marshall
                  Islands

              
	
                Genco
                  Pioneer Limited

              	
                Genco
                  Shipping & Trading Limited

              	
                100%

              	
                Marshall
                  Islands

              
	
                Genco
                  Carrier Limited

              	
                Genco
                  Shipping & Trading Limited

              	
                100%

              	
                Marshall
                  Islands

              
	
                Genco
                  Explorer Limited

              	
                Genco
                  Shipping & Trading Limited

              	
                100%

              	
                Marshall
                  Islands

              
	
                Genco
                  Vigour Limited

              	
                Genco
                  Shipping & Trading Limited

              	
                100%

              	
                Marshall
                  Islands

              
	
                Genco
                  Wisdom Limited

              	
                Genco
                  Shipping & Trading Limited

              	
                100%

              	
                Marshall
                  Islands

              
	
                Genco
                  Success Limited

              	
                Genco
                  Shipping & Trading Limited

              	
                100%

              	
                Marshall
                  Islands

              
	
                Genco
                  Sugar Limited

              	
                Genco
                  Shipping & Trading Limited

              	
                100%

              	
                Marshall
                  Islands

              
	
                Genco
                  Beauty Limited

              	
                Genco
                  Shipping & Trading Limited

              	
                100%

              	
                Marshall
                  Islands

              
	
                Genco
                  Knight Limited

              	
                Genco
                  Shipping & Trading Limited

              	
                100%

              	
                Marshall
                  Islands

              
	
                Genco
                  Reliance Limited

              	
                Genco
                  Shipping & Trading Limited

              	
                100%

              	
                Marshall
                  Islands

              
	
                Genco
                  Trader Limited

              	
                Genco
                  Shipping & Trading Limited

              	
                100%

              	
                Marshall
                  Islands

              
	
                Genco
                  Prosperity Limited

              	
                Genco
                  Shipping & Trading Limited

              	
                100%

              	
                Marshall
                  Islands

              
	
                Genco
                  Progress Limited

              	
                Genco
                  Shipping & Trading Limited

              	
                100%

              	
                Marshall
                  Islands

              
	
                Genco
                  Marine Limited

              	
                Genco
                  Shipping & Trading Limited

              	
                100%

              	
                Marshall
                  Islands

              
	
                Genco
                  Leader Limited

              	
                Genco
                  Shipping & Trading Limited

              	
                100%

              	
                Marshall
                  Islands

              
	
                Genco
                  Ship Management LLC

              	
                Genco
                  Shipping & Trading Limited

              	
                100%

              	
                Delaware

              


      

      


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        SCHEDULE
          IX

      

      


      APPROVED
        CLASSIFICATION SOCIETIES

       

       

      American
        Bureau of Shipping

      Nippon
        Kaiji Kyokai

      Germanischer
        Lloyd

      Lloyd’s
        Register of Shipping

      Bureau
        Veritas

      Det
        Norske Veritas

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Exhibit
        A

       

      
        FORM
          OF NOTICE OF BORROWING

         

        [Date]

         

        DnB
          Nor
          Bank ASA, New York Branch,

          as
          Administrative Agent for the Lenders party

           to
          the Credit Agreement

           referred
          to below

        200
          Park
          Avenue, 31st
          Floor

        New
          York,
          New York  10166-0396

        
 

         

        Attention:  [________]

         

        Ladies
          and Gentlemen:

         

        The
          undersigned, Genco Shipping & Trading Limited (the “Borrower”),
          refers to the Credit Agreement, dated as of July __, 2007 (as amended,
          restated,
          modified and/or supplemented from time to time, the “Credit Agreement,”
the terms defined therein being used herein as therein defined),
          among the
          Borrower, the lenders from time to time party thereto (the “Lenders”),
          you, as Administrative Agent and Collateral Agent for such Lenders, and
          hereby
          gives you notice, irrevocably, pursuant to Section 1.03 of the Credit Agreement,
          that the undersigned hereby requests a Borrowing under the Credit Agreement,
          and
          in that connection set forth below the information relating to such Borrowing
          (the “Proposed Borrowing”) as required by Section 1.03 of the Credit
          Agreement:

         

        (i)           The
          Business Day of the Proposed Borrowing is ____________.1

         

        (ii)           The
          aggregate principal amount of the Proposed Borrowing is
          $____________.

         

        (iii)           The
          initial Interest Period for the Proposed Borrowing is _____ [months(s)].2

         

         

         

         

         

        ____________________________________

        
          
            	
                    1

                  	
                    Shall
                      be a Business Day at least two Business Days after the date
                      hereof,
                      provided that (in each case) any such notice shall be deemed
                      to
                      have been given on a certain day only if given before 4:00
                      p.m. (New York
                      time) on such day.

                  


          

           


          
            
              	
                      2

                    	
                      The
                        initial Interest Period for
                        any Loan shall commence on the date of the Borrowing of such
                        Loan and each
                        Interest Period occurring thereafter in respect of such Loan
                        shall
                        commence on the day on which the immediately preceding Interest
                        Period
                        applicable thereto expires, and shall be a one, three, six
                        or, to the
                        extent available and agreed by all Lenders, nine or twelve
                        month period or
                        less than 30 days subject to approval of the Administrative
                        Agent.

                    


            

          

        

         

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

        

         

         
          Exhibit A

         
          Page 2

         

        (iv)           The
          proceeds of the Proposed Borrowing shall be used to [refinance the Existing
          Credit Agreement] [acquire an Additional Vessel] [fund working capital
          requirements of the Borrower and its Subsidiaries].

         

        [[(v)]                      The
          aggregate amount of all Loans (determined on a proforma basis
          giving effect to the Proposed Borrowing) used to fund working capital
          requirements of the Borrower and its Subsidiaries is $__________, which
          does not
          exceed $50 million.]3

         

        [(v)][(vi)]                      The
          proceeds of the Proposed Borrowing shall be deposited in the following
          account:  Account No. [________________], Account Name
          [________________].

         

        [(vi)]
          [(vii)]                               The
          Aggregate Appraised Value shall be at least 130% of the aggregate amount
          of all
          Loans and the Letter of Credit Outstandings (determined on a
proforma basis giving effect to the Proposed
          Borrowing).

         

        The
          undersigned hereby certifies on behalf of the Borrower that the following
          statements are true on the date hereof, and will be true on the date of
          the
          Proposed Borrowing:

         

        (A)           the
          representations and warranties made by each Credit Party in or pursuant
          to the
          Credit Documents shall be true and correct in all material respects, on
          and as
          of such date of the Proposed Borrowing as if made on and as of the date
          of the
          Proposed Borrowing, unless stated to relate to a specific earlier date,
          in which
          case such representations and warranties shall be true and correct in all
          material respects as of such earlier date;

         

        (B)           all
          of the conditions set forth in Sections 5 and 6 of the Credit Agreement
          have
          been satisfied and will be satisfied on the date of the Proposed Borrowing;
          and

         

        (C)           no
          Default or Event of Default shall have occurred and be continuing on the
          date of
          the Proposed Borrowing or after giving effect to the Proposed Borrowing
          made on
          such date.

         

        Very
          truly yours,

         

        
          	
                   

                	
                  GENCO
                    SHIPPING & TRADING LIMITED

                


        

         

             By: ________________________

           
Name:

           
Title:

         

        ________________

        3
          To be inserted in
          the event that the Proposed Borrowing is being used to fund working capital
          requirements of the Borrower and its Subsidiaries.

         

         

         

         

         

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

                    

                                      
                  Exhibit
                  B      
      

                           

              

            

          

        

        


        FORM
          OF NOTE

         

        $________                                                                                                                                                                                                        
          New York, New York

        [Date]

         

        FOR
          VALUE
          RECEIVED, GENCO SHIPPING & TRADING LIMITED, a corporation organized under
          the laws of the Republic of Marshall Islands (the “Borrower”), hereby
          promises to pay to ____________ or its registered assigns (the “Lender”),
          in lawful money of the United States of America in immediately available
          funds,
          at the office of DNB NOR BANK ASA, New York Branch (the “Administrative
          Agent”) located at 200 Park Avenue, 31st
          Floor, New York,
          NY 10166-0396, on the Maturity Date (as defined in the Credit Agreement
          referred
          to below) the principal sum of _____________ DOLLARS ($_____) or, if less,
          the
          then aggregate unpaid principal amount of all Loans (as defined in the
          Credit
          Agreement) made by the Lender pursuant to the Credit Agreement.

         

        The
          Borrower also promises to pay interest on the unpaid principal amount hereof
          in
          like money at said office from the date hereof until paid at the rates
          and at
          the times provided in Section 1.07 of the Credit Agreement.

         

        This
          Note
          is one of the Notes referred to in the Credit Agreement, dated as of July
          __,
          2007, among the Borrower, the lenders from time to time party thereto
          (including, without limitation, the Lender) DnB Nor Bank ASA, New York
          Branch,
          as Administrative Agent (as amended, restated, modified and/or supplemented
          from
          time to time, the “Credit Agreement”), and is entitled to the benefits
          thereof and of the other Credit Documents (as defined in the Credit
          Agreement).  This Note is secured by the Security Documents (as
          defined in the Credit Agreement) and is entitled to the benefits of the
          Subsidiaries Guaranty (as defined in the Credit Agreement).  This Note
          is subject to voluntary prepayment and mandatory repayment prior to the
          Maturity
          Date, in whole or in part, as provided in the Credit Agreement.

         

        If
          an
          Event of Default (as defined in the Credit Agreement) shall occur and be
          continuing, the principal of and accrued interest on this Note may become
          or be
          declared to be due and payable in the manner and with the effect provided
          in the
          Credit Agreement.

         

        The
          Borrower hereby waives presentment, demand, protest or notice of any kind
          in
          connection with this Note.

         

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        Exhibit
          B

        Page
          2

         

        
 

        THIS
          NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF
          THE
          STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW
          PRINCIPLES.

         

        GENCO
          SHIPPING & TRADING LIMITED

         

        By
          ________________________

              Name:

              Title:

         

        


         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

         

        Exhibit
          C-1

         

        KRAMER
          LEVIN NAFTALIS &
FRANKEL  LLP  

        
 

        


         

        ________
          __, 2007

         

        DnB
          NOR
          Bank ASA, as Administrative Agent

        200
          Park
          Avenue, 31st
          Floor

        New
          York,
          NY 10166

         

        Re:           Genco
          Shipping & Trading Limited

         

        Ladies
          and Gentlemen:

         

        We
          have
          acted as special New York counsel to Genco Shipping & Trading Limited, a
          corporation incorporated under the laws of the Republic of the Marshall
          Islands
          (the “Company”) and each of the Subsidiary Guarantors that is listed on
          Annex A hereto (the “Subsidiary Guarantors” and together with the
          Company, the “Credit Parties”) in connection with the Credit Agreement
          (the “Credit Agreement”), dated as of July __, 2007, by and among the
          Company, the Lenders party thereto, each of the Subsidiary Guarantors,
          and DnB
          NOR Bank ASA, acting through its New York branch as administrative agent
          (in
          such capacity, the “Administrative Agent”), as mandated lead arranger, as
          bookrunner, as security trustee and as collateral agent (in such capacity,
          the
“Collateral Agent”).  This opinion is delivered pursuant to
          Section 5.04 of the Credit Agreement.  Capitalized terms used but not
          defined herein have the meanings assigned to them in the Credit
          Agreement.

         

        In
          rendering this opinion, we have examined and relied upon executed copies
          of
          those documents referenced in clauses (a) through (j) (collectively, those
          documents referenced in clauses (a) through (e), the “Transaction
          Documents”):

         

        (a)           the
          Credit Agreement;

         

        (b)           the
          Note, dated as of July __, 2007, issued by the Company and delivered to
          the
          Administrative Agent;

         

        (c)           the
          Pledge and Security Agreement, dated as of July __, 2007, among the Company,
          the
          Subsidiary Guarantors and the Administrative Agent, as pledgee (the “Pledge
          Agreement”);

         

        (d)           the
          Assignments of Purchase Contracts dated as of July __, 2007, entered into
          by
          each Subsidiary Guarantor as is a party thereto (herein, an “Assignor”)
          (the “Assignments of Purchase Contracts”);

         

        (e)           the
          Guaranty dated as of July __, 2007 signed by each of the Subsidiary Guarantors
          in favor of the Administrative Agent;

         

        
          	
                   

                	
                  (f)

                	
                  the
                    Fee Letter;

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        KRAMER
          LEVIN NAFTALIS &
FRANKEL  LLP 

         

        DnB
          NOR Bank ASA

        ________
          ___, 2007

        Page
          2

         

         

        (g)           each
          of the Assignments of Insurances, dated as of
          [         ] and entered into by
          each Assignor as is a party thereto (the “Assignments of
          Insurances”);

         

        (h)           each
          of the Assignments of Charters, dated as of
          [          ] and entered into
          by each Assignor as is a party thereto (the “Assignment of
          Charters”);

         

        (i)           each
          of the Assignments of Earnings, dated as of
          [         ] and entered into by
          each Assignor as is a party thereto (the “Assignments of Earnings”);
          and

         

        (j)           each
          of the Assignments of Construction Contracts and Refund Guarantees, dated
          as of
          [           ] and entered
          into by each Assignor as is a party thereto (the “Assignments of Construction
          Contracts” and together with the Assignments of Purchase Contracts, the
          Assignments of Insurances, the Assignments of Charters and the Assignments
          of
          Earnings, the “Assignments”);

         

        We
          have
          also reviewed such other documents and made such other investigations as
          we have
          deemed appropriate.  As to various questions of fact material to this
          opinion, we have relied upon the representations and warranties of the
          Credit
          Parties contained in the Credit Agreement and the Pledge Agreement and
          upon the
          statements, representations and certificates of officers or representatives
          of
          the Credit Parties, public officials and others.  We have not
          independently verified the facts so relied on.

         

        Based
          on
          the foregoing, and subject to the qualifications, limitations and assumptions
          set forth herein, we are of the opinion that:

         

        
          	
                  1.  

                	
                  Each
                    of the Transaction Documents constitutes a valid and binding
                    obligation of
                    the Credit Parties, enforceable against the Credit Parties in
                    accordance
                    with its terms.

                


        

         

        
          	
                  2.  

                	
                  The
                    execution and delivery by the Credit Parties of the Transaction
                    Documents
                    and the consummation by the Credit Parties of the transactions
                    contemplated thereby do not result in the violation of any Relevant
                    Law
                    (as hereinafter defined).

                


        

         

        
          	
                  3.  

                	
                  The
                    execution and delivery by the Credit Parties of the Transaction
                    Documents
                    and the consummation by the Credit Parties of the transactions
                    contemplated thereby do not require approval from or any filings
                    with any
                    governmental authority under any Relevant Law other than the
                    filing of
                    financing statements under the Uniform Commercial
                    Code.

                


        

         

        
          	
                  4.  

                	
                  Each
                    of the Pledge Agreement and the Assignments are sufficient to
                    create in
                    favor of the Collateral Agent a security interest in those items
                    and types
                    of Collateral described therein in which a security interest
                    can be
                    created under Article 9 of the Uniform Commercial Code as in
                    effect in the
                    State of New York (the “New York
                    UCC”).

                


        

         

        
          	
                  5.  

                	
                  No
                    Credit Party is an “investment company” within the meaning of the
                    Investment Company Act of 1940, as
                    amended.

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          
            KRAMER
              LEVIN NAFTALIS &
FRANKEL  LLP 

             

            DnB
              NOR Bank ASA

            ________
              ___, 2007

            Page
              3

          

        

         

         

        
          	
                  6.  

                	
                  The
                    Collateral Agent’s security interest in the issued and outstanding capital
                    stock of the Subsidiary Guarantors, represented by the stock
                    certificates identified in Annex C (“List of
                    Stock”) to the Pledge Agreement and Annex B hereto (the
                    “Certificated Securities”) will be perfected upon delivery to the
                    Collateral Agent in the State of New York of the certificates
                    representing
                    such Certificated Securities together with the executed and undated
                    stock
                    powers and endorsed instruments of assignment and
                    transfer.  This opinion in paragraph 6 assumes that the
                    Certificated Securities constitute “securities” within the meaning of the
                    New York UCC.

                


        

         

        
          	
                  7.  

                	
                  The
                    financing statements on Form UCC-1, copies of which are attached
                    hereto as
                    Annex C (the “Financing Statements”), are in appropriate
                    form for filing with the Department of State of the State of
                    New York
                    under the New York UCC.  The financing statements on Form UCC-1,
                    copies of which are attached hereto as Annex C-2 (the "DC Financing
                    Statements"), are in appropriate form for filing with the Recorder
                    of
                    Deeds of the District of Columbia under the Uniform Commercial
                    code as in
                    effect in the District of Columbia (the "DC UCC").  The security
                    interest created in favor of the Collateral Agent by the Pledge
                    Agreement
                    and the Assignments in those items and types of Collateral described
                    in
                    the Pledge Agreement and the Assignments, in each case, in which
                    a
                    security interest may be perfected by the filing of a financing
                    statement
                    under the New York UCC will be perfected upon the filing of the
                    NY
                    Financing Statements with the Department of State of the State
                    of New York
                    and the DC Financing Statements with the Recorder of Deeds of
                    the District
                    of Columbia, in each case, together with the payment of any requisite
                    filing or recording fees.

                


        

         

        
          	
                  8.

                	
                  The
                    Collateral Agent’s security
                    interest in the Operating Accounts (as defined in the Pledge
                    Agreement)
                    will be perfected upon the execution and delivery by the Depositary
                    Bank,
                    the Company, each Subsidiary Guarantor listed in Annex A hereto
                    and the
                    Collateral Agent of the Control Agreement wherein the Depositary
                    Bank
                    agrees that it will comply with instructions originated by the
                    Collateral
                    Agent directing disposition of the funds in the Operating Accounts
                    without
                    further consent by the Company or any Subsidiary
                    Guarantor.  Under the New York UCC, such security interest has
                    priority over any other security interests in the Operating
                    Accounts.  The opinion expressed in this paragraph 8 assumes
                    that no person other than the Collateral Agent has control over
                    the
                    Operating Accounts on the date hereof and we express no opinion
                    as to any
                    security interest claimed by the Depositary Bank in the Operating
                    Accounts.

                


        

         

        The
          opinion set forth herein is subject to and limited by the
          following:

         

        (a)  The
          opinion set forth in paragraphs 1, 4, 6, 7 and 8 is qualified (i) by the
          effects
          of applicable laws relating to bankruptcy, insolvency, fraudulent conveyance
          or
          transfer, and other similar laws relating to or affecting the rights and
          remedies of creditors generally, (ii) with respect to the remedies of specific
          performance and injunctive and other forms of equitable relief, by the
          availability of equitable defenses and the discretion of the court before
          which
          any enforcement thereof may be brought and (iii) by general principles
          of
          equity, including, without 

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         
          
          KRAMER
            LEVIN NAFTALIS &
FRANKEL  LLP 

           

          DnB
            NOR Bank ASA

          ________
            ___, 2007

          Page
            4

        

         

         

        limitation,
          concepts of materiality, reasonableness, good faith and fair dealing (regardless
          of whether considered in a proceeding in equity or at law).

         

        (b)  We
          express no opinion as to the validity, binding effect or enforceability
          of (i)
          provisions that purport to establish evidentiary standards, (ii) provisions
          relating to severability, indemnity, contribution, set off, delay or omission
          of
          enforcement of rights or remedies, (iii) provisions purporting to waive
          rights
          or defenses, (iv) provisions that purport to restrict available remedies
          or
          establish remedies, (v) provisions relating to consent to jurisdiction,
          choice
          of forum or choice of law, or (vi) any provision if and to the extent that
          such
          provision (x) is a liquidated damages provision or (y) provides a remedy
          for
          breach that may be deemed to be disproportionate to actual damages or may
          be
          deemed to be a penalty.

         

        (c)  We
          express no opinion with respect to any matters which require us to perform
          a
          mathematical calculation or make a financial or accounting
          determination.  Without limiting the forgoing, we express no opinion
          with respect to the Credit Parties’ compliance with any financial covenants set
          forth in the Transaction Documents.

         

        (d)  The
          opinion in paragraphs 4 and 8 is limited to Article 9 of the New York
          UCC.  The opinion in paragraph 6 is limited to Articles 8 and 9 of the
          New York UCC.  The opinion in paragraph 7 is limited to Article 9 of
          the New York UCC and Article 9 of the DC UCC (but based solely on our review
          thereof as set forth in the CCH Secured Transaction Guide).

         

        (e)  Certain
          of the remedial provisions in the Pledge Agreement may be further limited
          or
          rendered unenforceable by applicable law, but in our opinion, subject to
          exceptions (a) and (b) above, such law does not make the remedies afforded
          by
          the Transaction Documents inadequate for the practical realization of the
          principal benefits intended to be provided.

         

        (f)  We
          express no opinion as to the limitations contained in the federal Bankruptcy
          Code upon the extent to which property acquired after the commencement
          of a case
          under the federal Bankruptcy Code may be subjected to a security interest
          arising from an agreement entered into prior to the commencement of such
          case.

         

        (g)  With
          respect to the opinion expressed in paragraph 1, we have assumed that each
          party
          to the Transaction Documents: (i) is validly existing and in good standing
          under
          the laws of its jurisdiction or organization, and (ii) has the power to
          execute
          and consummate their respective obligations under the Transaction Documents;
          and
          (iii) has duly authorized, executed and delivered the Transaction
          Documents.  With respect to the opinion expressed in paragraph 1, we
          have also assumed that the Transaction Documents constitute the valid and
          binding obligation of such party other than the Credit Parties, enforceable
          against such party in accordance with its terms.

         

        We
          express no opinion as to any laws other than the laws of the State of New
          York,
          and the federal laws of the United States of America, that in each case,
          in our
          experience, 

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         
          
          KRAMER
            LEVIN NAFTALIS &
FRANKEL  LLP 

           

          DnB
            NOR Bank ASA

          ________
            ___, 2007

          Page
            5

        

         

         

        we
          recognize are normally applicable to transactions of the type contemplated
          by
          the Transaction Documents (the “Relevant Laws”).  Without
          limiting the foregoing, we express no opinion with respect to federal or
          state
          securities laws or antitrust laws.

         

        The
          opinion expressed herein is based upon the Relevant Laws and interpretations
          thereof in effect on the date hereof, and the facts and circumstances in
          existence on the date hereof, and we assume no obligation to revise or
          supplement this opinion letter should any such law or interpretation be
          changed
          by legislative action, judicial decision or otherwise or should there be
          any
          change in such facts or circumstances.

         

        This
          opinion letter is being delivered to you in connection with the transactions
          described in the Transaction Documents and may not be relied on or otherwise
          used by any other Person or by you for any other purpose.

         

        Very
          truly yours,

        


        


        Kramer
          Levin Naftalis & Frankel LLP

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

                    

                        
      
      

                        
      
      

                              
      

                        
KRAMER LEVIN NAFTALIS & FRANKEL LLP   
    

            

          

        

        


        ANNEX
          A

         

        SUBSIDIARY
          GUARANTORS

         

        
          	
                  1.  

                	
                  Genco
                    Augustus Limited

                


        

        
          	
                  2.  

                	
                  Genco
                    Tiberius Limited

                


        

        
          	
                  3.  

                	
                  Genco
                    London Limited

                


        

        
          	
                  4.  

                	
                  Genco
                    Titus Limited

                


        

        
          	
                  5.  

                	
                  Genco
                    Constantine Limited

                


        

        
          	
                  6.  

                	
                  Genco
                    Hadrian Limited

                


        

        
          	
                  7.  

                	
                  Genco
                    Commodus Limited

                


        

        
          	
                  8.  

                	
                  Genco
                    Maximus Limited

                


        

        
          	
                  9.  

                	
                  Genco
                    Claudius Limited

                


        

         

        
 

        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

                    

                KRAMER
                  LEVIN NAFTALIS & FRANKEL LLP              
    

            

          

        

         

        
 

        
          	
                   

                	
                  ANNEX
                    B

                


        

         

        CERTIFICATED
          SECURITIES

         

        
          	
                  1.  

                	
                  Genco
                    Augustus
                    Limited                                                         
                            (Certificate No.
                    1)

                


        

        
          	
                  2.  

                	
                  Genco
                    Tiberius
                    Limited                                                                
                        (Certificate No.
                    1)

                


        

        
          	
                  3.  

                	
                  Genco
                    London
                    Limited                                                                   
                      (Certificate No. 1)

                


        

        
          	
                  4.  

                	
                  Genco
                    Titus
                    Limited                                                                          (Certificate
                    No. 1)

                


        

        
          	
                  5.  

                	
                  Genco
                    Constantine
                    Limited                                                              (Certificate
                    No. 1)

                


        

        
          	
                  6.  

                	
                  Genco
                    Hadrian
                    Limited                                                                    
                     (Certificate No. 1)

                


        

        
          	
                  7.  

                	
                  Genco
                    Commodus
                    Limited                                                                (Certificate
                    No. 1)

                


        

        
          	
                  8.  

                	
                  Genco
                    Maximus
                    Limited                                                             
                          (Certificate No.
                    1)

                


        

        
          	
                  9.  

                	
                  Genco
                    Claudius
                    Limited                                                               
                         (Certificate No.
                    1)

                


        

        


        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

                    

                 KRAMER
                  LEVIN NAFTALIS & FRANKEL LLP              
    

            

          

        

        


        ANNEX
          C

         

        NEW
          YORK FINANCING STATEMENTS

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


         

         

         

        

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

                    

                            
                  EXHIBIT
                  C-2      
    

            

          


          REEDER
            & SIMPSON P.C.

          ATTORNEYS
            AT LAW

          


          


          P.O.
            Box 601

          RRE
            Commercial Center

          Majuro,
            MH 96960

          


          


          Telephone:
            011-692-625-3602

          Facsimile:
            011-692-625-3603

          Email:
            dreeder@ntamar.net

           simpson@otenet.gr

          


           

          DnB
            NOR
            BANK ASA (“DnB”)

          New
            York
            Branch

          200
            Park
            Avenue, 31st
            Floor

          New
            York,
            New York 10166-0396

          


          July
            ___ , 2007

          


          Re:
            Genco Shipping & Trading
            Limited (the “Company”)

          


          Ladies
            and Gentlemen:

          


          We
            are licensed to practice law in the
            Republic of the Marshall Islands (the
"RMI"),  and are members in good standing of
            the Bar of the RMI.  We are acting as special RMI counsel on issues of
            RMI law for the Company and those of its subsidiaries as listed on the
            attached
            Schedule 1 (collectively the “Subsidiary Guarantors”),
            all of which are RMI non-resident domestic corporations, in connection
            with that
            certain credit facility agreement dated as of July __, 2007, by and among
            the
            Company, the Lenders party thereto (the “Lenders”), DnB NOR ASA, New York
            Branch, as Administrative Agent, Collateral Agent and Joint Lead Arranger
            (the
“Credit Agreement”).  This opinion is delivered pursuant to
            Section [    ] of the Credit
            Agreement.  Capitalized terms used but not defined herein have the
            meanings assigned to them in the Credit Documents (as defined in the
            Credit
            Agreement).

          


           In
            connection with this opinion,
            we have examined electronic copies of the following:

          


          1.  the
            Credit
            Agreement;

          


          2.  the
            Note, dated as of
            July__, 2007, issued by the Company and delivered to the Administrative
            Agent;

          


          3.  the
            Pledge and Security
            Agreement, dated as of July __, 2007, among the Company, the Subsidiary
            Guarantors named therein and the Collateral Agent as pledgee (the “Pledge
            Agreement”);

          


          4.  the
            Guaranty, dated as of
            July __, 2007, made by the Company’s Subsidiary Guarantors named therein in
            favor of the Collateral Agent ;

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
 

          5.  [The
            Marshall Islands
            Vessel Mortgages, dated as of
            [         ] and entered into by
            each Subsidiary Guarantor which owns a mortgaged vessel, as mortgagor,
            as is a
            party thereto (the “Vessel Mortgages”);]

          


          6.  [the
            Assignments of
            Earnings, dated as of [         ]
            and entered into by each Subsidiary Guarantor which owns a mortgaged
            vessel
            (herein, the “Assignor”) as is a party thereto (the “Assignments of
            Earnings”);]

          


          7.  [the
            Assignments of
            Insurances, dated as of [         ]
            and entered into by each Assignor as is a party thereto (the
“Assignments of Insurances”);]

          


          8.  [the
            Assignments of
            Charters, dated as of
            [          ] and entered into
            by each Assignor as is a party thereto (the “Assignment of
            Charters”);]

          


          9.  [the
            Assignments of
            Purchase Contracts, dated as of
            [           ] and entered
            into by each Assignor as is a party thereto (the “Assignments of Purchase
            Contracts”);]

          


          10.  [the
            Assignments of
            Construction Contracts and Refund Guarantees, dated as of
            [          ] and entered into
            by each Assignor as is a party thereto (the “Building Assignments”, and,
            together with the Assignments of Insurance, and the Assignments of Charters,
            the
            Assignments of Earnings and the Assignments of Purchase Contracts, the
            “Assignments”, and collectively with the Pledge Agreement, the “Security
            Documents”); and]

          


          11.  The
            articles of incorporation and by laws of the Company and each of the
            Subsidiary
            Guarantors, resolutions of the Board of Directors of the Company and
            each of the
            Subsidiaries, and a certificate of good standing for the Company and
            each of the
            Subsidiary Guarantors.

          


          The
            documents listed in paragraphs
            [                         ]
            are collectively referred to as the “Transaction
            Documents”.

          


          Unless
            otherwise indicated, capitalized
            terms used herein but not otherwise defined herein shall have the respective
            meanings set forth in the Credit Facility.

          


          We
            have also made such examinations of
            matters of law as we deem necessary in connection with the opinions expressed
            herein.  In rendering this opinion, we have examined and relied upon
            originals or copies of Transaction Documents and all such other documents,
            affidavits, corporate records, or certificates or other statements of
            RMI
            government officials and officers of the Company and such other instruments
            as
            we have considered necessary and appropriate.

          


          Whenever
            our opinion is indicated to be
            based on our knowledge or awareness, it is intended to signify that we
            have not
            undertaken any independent investigation specifically for the purpose
            of
            rendering this opinion other than those procedures referred to herein
            and our
            knowledge will be limited to those matters of which we have actual
            knowledge.  Whenever we have stated that we have assumed any matter,
            it is intended that we assume such matter without 

           

           

           

          
            
              2

            

            
              
              

              
                

              

            

            
              
              

            

          

           

           

          making
            any factual, legal, or other inquiry or investigation and without expressing
            any
            opinion or conclusion of any kind concerning such matter.

          


          In
            rendering this opinion we have
            assumed with your permission and without independent verification:

          


          1.
            The genuineness of all signatures,
            the legal capacity of natural persons and of all parties which are not
            RMI
            entities, the authenticity of all items submitted to us, and the conformity
            with
            originals of all items submitted to us as copies, facsimile, electronic,
            or
            otherwise.  We assume that when the parties, other than the
            Company,  executed and delivered the Transaction Documents, along with
            all other agreements, instruments, associated documents, and resolutions,
            that
            such parties were duly organized, validly existing, and in good standing
            under
            the laws of their respective jurisdictions, that such parties were duly
            qualified to engage in the transactions covered by this opinion, that
            such
            parties had the power and authority to enter into and perform their obligations
            thereunder, that such parties had duly authorized, executed and delivered
            the
            Transaction Documents, that the Transaction Documents constitute the
            legal,
            valid, and binding obligations of such parties, that the due authorization,
            execution, enforceability and delivery of the Transaction Documents complies
            with all relevant laws other than the laws of the RMI which are the subject
            of
            this opinion, and that all actions required to be taken by such parties
            have
            been duly accomplished including all conditions precedent; and

          


          2.  The
            truth, accuracy, and
            completeness of all representations and warranties in the Transaction
            Documents
            as to factual matters but not as to conclusions of law that are the subject
            of
            this opinion letter.

          


          We
            express no opinion as to matters
            governed by, or the effect or applicability of any laws of any jurisdiction
            other than the laws of the RMI which are in effect as of the date
            hereof.  This opinion speaks as of the date hereof, and it should be
            recognized that changes may occur after the date of this letter which
            may affect
            the opinions set forth herein.  We assume no obligation to advise the
            parties, their counsel, or any other party seeking to rely upon this
            opinion, of
            any such changes, whether or not material, or of any other matter which
            may

          hereinafter
            be brought to our attention.

          


          This
            opinion is furnished solely for
            your benefit, the benefit of your successors, assigns, and participants
            and may
            not be used for any other purpose or relied upon by, nor copies delivered
            to,
            any other persons without our prior written consent in each case.

          


          Based
            upon and subject to the
            assumptions, qualifications and limitations herein, we are of the opinion
            that:

          


          1.  The
            Company and each of
            the Subsidiary Guarantors are non-resident domestic corporations duly
            organized
            and incorporated and validly existing and in good standing under the
            laws of the
            RMI.

           

           

           

          
            
              3

            

            
              
              

              
                

              

            

            
              
              

            

          

          


          2.  The
            execution, delivery
            and performance by the Company or the Subsidiary Guarantors of the Transaction
            Documents to which it is a party, is within its corporate powers and
            has been
            duly authorized by all necessary corporate action.

          


          3.  Each
            of the Transaction
            Documents to which the Company or any of the Subsidiary Guarantors is
            a party
            constitutes upon execution and delivery thereof legal, valid and binding
            obligations of the Company and each such Subsidiary Guarantors, enforceable
            against each of them in accordance with their respective terms.

          


          4.  Under
            RMI conflict of
            laws principles, the stated choice of New York law to govern the Transaction
            Documents will be honored by the courts of the RMI and the
            Transaction  Documents will be construed in accordance with, and will
            be treated as being governed by, the law of the State of New York. However,
            if
            the Transaction Documents were stated to be governed by and construed
            in
            accordance with the law of RMI, or if a RMI court were to apply the law
            of the
            RMI to the Transaction Documents, each Transaction Document would constitute
            the
            legal, valid and binding obligation of the Company, enforceable against
            it in
            accordance with its terms, except as may be limited by bankruptcy, insolvency,
            reorganization, moratorium or other similar laws relating to or affecting
            the
            rights of creditors generally.

          


          5.  To
            ensure the validity
            and enforceability of the Transaction Documents in the RMI, it is not
            necessary[, except for the Mortgage,] that they be registered in any
            register
            kept by, or filed with, or recorded or notarized in any governmental
            authority
            or regulatory body in the RMI, or that any other instrument relating
            thereto be
            signed, delivered, filed, registered or recorded or that any tax or duty
            be paid
            or any other action whatever be taken in the RMI.  No authorization,
            approval or consent of any governmental or regulatory authority or agency
            of the
            RMI is required on the part of the Company or any of the Subsidiary Guarantors
            for the execution, delivery or performance of the Transaction
            Documents.

          


          6.  The
            execution, delivery
            and performance by the Company or any of the Subsidiary Guarantors of
            and the
            consummation by the Company or any of the Subsidiary Guarantors of the
            transactions contemplated by each of the Transaction Documents do not
            and will
            not (a) violate the organizational documents of the Company or any of
            the
            Subsidiary Guarantors, (b) violate any applicable RMI law, rule or regulation
            of
            general application to which the Company or any of the Subsidiary Guarantors
            is
            subject, or (c) violate any RMI order, writ, injunction or decree of
            any court
            or governmental authority or agency or any arbitral award applicable
            to the
            Company or any of the Subsidiary Guarantors.

          


          7.  We
            have no knowledge
            (after due inquiry) of any legal or arbitral proceedings, or any proceedings
            by
            or before any RMI governmental or regulatory authority or agency, now
            pending or
            threatened against the Company or any of the Subsidiary Guarantors or
            any of
            their properties.

           

           

          
            
              4

            

            
              
              

              
                

              

            

            
              
              

            

          

          


          8.  On
            the basis of our
            searches of RMI Registrar of Corporations and RMI High Court docket records,
            no
            currently valid order or resolution for winding up of the Company or
            any of the
            Subsidiary Guarantors and no current notice of appointment of a receiver
            over
            the Company or any of the Subsidiary Guarantors or of their assets appears
            on
            the records maintained in respect of the Company or the Subsidiary Guarantors
            by
            the RMI Registrar of Corporations.

          


          9.  The
            laws of the RMI
            currently do not generally require information concerning the existence
            of a
            nonpossessory security interest to be made generally available in a filing,
            recording or registration system as a condition or result of the security
            interest’s obtaining priority over the rights of a lien creditor with respect
            to
            the collateral.

          


          10.  A
            judgment of obtained
            against the Company in the United States District Court for the Southern
            District of New York or any New York State court sitting in New York
            City would
            be given full faith and credit by the Courts of RMI.

          


          11.  No
            stamp duty or similar
            or other tax or duty is payable in the RMI on the enforcement of a foreign
            judgment.  No tax is required to be withheld by any governmental
            authority in the RMI with respect to any payments made under any of the
            Transaction Documents.

          


          Sincerely,


          


          


          


          Reeder
            & Simpson PC

          Dennis
            J.
            Reeder


          
            
              5

            

            
              
              

              
                

              

            

            
              
              

                    

                              
    

            

          


          SCHEDULE
            1. - THE SUBSIDIARIES

          


          
            	
                     

                    Name
                      of Subsidiary

                  	
                     

                    Direct
                      Owner(s)

                  	
                    Percent(%)

                    Ownership

                  	
                    Jurisdiction
                      of

                    Organization

                  
	
                    Genco
                      Acheron Limited

                  	
                    Genco
                      Shipping & Trading Limited

                  	
                    100%

                  	
                    Marshall
                      Islands

                  
	
                    Genco
                      Commander Limited

                  	
                    Genco
                      Shipping & Trading Limited

                  	
                    100%

                  	
                    Marshall
                      Islands

                  
	
                    Genco
                      Surprise Limited

                  	
                    Genco
                      Shipping & Trading Limited

                  	
                    100%

                  	
                    Marshall
                      Islands

                  
	
                    Genco
                      Muse Limited

                  	
                    Genco
                      Shipping & Trading Limited

                  	
                    100%

                  	
                    Marshall
                      Islands

                  
	
                    Genco
                      Pioneer Limited

                  	
                    Genco
                      Shipping & Trading Limited

                  	
                    100%

                  	
                    Marshall
                      Islands

                  
	
                    Genco
                      Carrier Limited

                  	
                    Genco
                      Shipping & Trading Limited

                  	
                    100%

                  	
                    Marshall
                      Islands

                  
	
                    Genco
                      Explorer Limited

                  	
                    Genco
                      Shipping & Trading Limited

                  	
                    100%

                  	
                    Marshall
                      Islands

                  
	
                    Genco
                      Vigour Limited

                  	
                    Genco
                      Shipping & Trading Limited

                  	
                    100%

                  	
                    Marshall
                      Islands

                  
	
                    Genco
                      Wisdom Limited

                  	
                    Genco
                      Shipping & Trading Limited

                  	
                    100%

                  	
                    Marshall
                      Islands

                  
	
                    Genco
                      Success Limited

                  	
                    Genco
                      Shipping & Trading Limited

                  	
                    100%

                  	
                    Marshall
                      Islands

                  
	
                    Genco
                      Sugar Limited

                  	
                    Genco
                      Shipping & Trading Limited

                  	
                    100%

                  	
                    Marshall
                      Islands

                  
	
                    Genco
                      Beauty Limited

                  	
                    Genco
                      Shipping & Trading Limited

                  	
                    100%

                  	
                    Marshall
                      Islands

                  
	
                    Genco
                      Knight Limited

                  	
                    Genco
                      Shipping & Trading Limited

                  	
                    100%

                  	
                    Marshall
                      Islands

                  
	
                    Genco
                      Reliance Limited

                  	
                    Genco
                      Shipping & Trading Limited

                  	
                    100%

                  	
                    Marshall
                      Islands

                  
	
                    Genco
                      Trader Limited

                  	
                    Genco
                      Shipping & Trading Limited

                  	
                    100%

                  	
                    Marshall
                      Islands

                  
	
                    Genco
                      Prosperity Limited

                  	
                    Genco
                      Shipping & Trading Limited

                  	
                    100%

                  	
                    Marshall
                      Islands

                  
	
                    Genco
                      Progress Limited

                  	
                    Genco
                      Shipping & Trading Limited

                  	
                    100%

                  	
                    Marshall
                      Islands

                  
	
                    Genco
                      Marine Limited

                  	
                    Genco
                      Shipping & Trading Limited

                  	
                    100%

                  	
                    Marshall
                      Islands

                  
	
                    Genco
                      Leader Limited

                  	
                    Genco
                      Shipping & Trading Limited

                  	
                    100%

                  	
                    Marshall
                      Islands

                  
	
                    Genco
                      Ship Management LLC

                  	
                    Genco
                      Shipping & Trading Limited

                  	
                    100%

                  	
                    Delaware

                  


          

          


          



          
            
              6

            

            
              
              

              
                

              

            

            
              
              

                    

                             
    

            

          


           

          SCHEDULE
            2. - THE LENDERS

           

           

          DnB
            NOR
            BANK ASA, NEW YORK BRANCH

           

           

           

           

           

           

        

        


        
          
            
              7

            

            
              
              

              
                

              

            

            
              
              

                    

                        EXHIBIT
                  C-3      
    

            

          

        

        


        


         

        Constantine
          P. Georgiopoulos

         

        Attorney-At-Law

         

        35
          West
          56th Street

         

        New
          York,
          NY 10019

         

        E-Mail:  Pamisos@Att.Net

         

         

        _______,
          200_

         

        DnB
          Nor
          Bank ASA, New York Branch,

        as
          Administrative Agent, Collateral Agent,

        and
          Joint
          Lead Arranger

        200
          Park
          Avenue

        New
          York,
          New York 10166

         

        and

         

        the
          Lenders listed on Schedule I hereto

         

        Ladies
          and Gentlemen:

         

        We
          have
          acted as special New York maritime counsel to Genco Shipping & Trading
          Limited, a Marshall Islands corporation (the “Company”) and each wholly owned
          subsidiary of the Company listed on Schedule II hereto (collectively, the
“Subsidiary Guarantors” and each a “Subsidiary Guarantor”) in
          connection with the Credit Agreement, dated as of July __, 2007, by and
          among
          the Company, the Lenders party thereto (the “Lenders”), DnB NOR ASA, New York
          Branch, as Administrative Agent, Collateral Agent and Joint Lead Arranger
          (the
“Credit Agreement”).  This opinion is delivered pursuant to
          Section [    ] of the Credit Agreement.  The
          Company and the Subsidiary Guarantors are collectively referred to herein
          as the
“Credit Parties” and each a “Credit Party.” This opinion is
          delivered pursuant to Section [     ] of the Credit
          Agreement.  Capitalized terms used but not defined herein have the
          meanings assigned to them in the Credit Documents (as defined in the Credit
          Agreement) in connection with the Credit Agreement and the Security Documents
          (as hereinafter defined).

         

        In
          connection with this opinion, we have examined the (i) Credit Agreement,
          (ii) the Note, dated as of July__, 2007, issued by the Company and delivered
          to
          the Administrative Agent, (iii) the Pledge and Security Agreement, dated
          as of
          July __, 2007, among the Company, the Subsidiary Guarantors named therein
          and
          the Collateral Agent as pledgee (the “Pledge Agreement”) and
          (iv) the Guaranty, dated as of July __, 2007, made by the Subsidiary
          Guarantors named therein in favor of the Collateral Agent.  We have
          also examined the following documents (together with (i) thru (iv) above,
          the
“Security Documents”) each dated July 29, 2005 executed and delivered by each
          Subsidiary Guarantor, as we have deemed necessary or appropriate as a basis
          for
          the opinions set forth herein:

         

        (a)  [the
          First Priority Statutory Mortgages and Deed of Covenants collateral thereto
          dated as of [         ] and entered
          into by each Subsidiary Guarantor which owns a 

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        mortgaged
          vessel (the “Vessel Mortgage”) for the purpose of creating a mortgage
          lien on each Mortgaged Vessel owned by such Subsidiary Guarantor as described
          in
          Schedule II;]

         

        (b)  [the
          Assignments of Earnings, dated as of
          [         ] and entered into by
          each Subsidiary Guarantor which owns a Mortgaged Vessel (the “Assignments of
          Earnings”);]

         

        (c)  [the
          Assignments of Insurances, dated as of
          [         ] and entered into by
          each Subsidiary Guarantor which owns a Mortgaged Vessel (herein, an
“Assignor”) (the “Assignments of Insurances”);]

         

        (d)  [the
          Assignments of Charters, dated as of
          [          ] with respect to
          each Mortgaged Vessel and entered into by each Subsidiary Guarantor as
          is a
          party thereto (the “Assignment of Charters”);]

         

        (e)  [the
          Assignments of Purchase Contracts, dated as of
          [           ] and entered
          into by each Subsidiary Guarantor as is a party thereto (the “Assignments of
          Purchase Contracts”);]

         

        (f)  [the
          Assignments of Construction Contracts and Refund Guarantees, dated as of
          [          ] and entered into
          by each Subsidiary Guarantor as is a party thereto (the “Building
          Assignments”, and, together with the Assignments of Insurance, and the
          Assignments of Charters, the Assignments of Earnings and the Assignments
          of
          Purchase Contracts, the “Assignments”, and collectively with the Pledge
          Agreement, the “Security Documents”);]

         

        (g)  UCC-1
          Financing Statements to be filed in the filing offices listed on Schedule
          III hereto (the “Filing Offices”), copies of which are attached
          hereto as Schedule IV and Schedule V and (collectively, the
“Financing Statements”).

         

        (h)  a
          facsimile copy of a Transcript of Register relating to each Mortgaged Vessel
          described on Schedule II issued by the Marine Department (the “Ship Registry
          Office”), of the Hong Kong Special Administrative Region of the People's
          Republic of China (“Hong Kong”), on July 30, 2005 as evidence that each
          Mortgaged Vessel is (i) owned by the respective Subsidiary Guarantor on
          Schedule II, (ii) duly registered in Hong Kong and (iii) duly
          encumbered with a Vessel Mortgage.

         

        We
          also
          have examined such other public and corporate documents and records and
          such
          laws, regulations and enactments of the United States of America and the
          State
          of New York as deemed necessary or appropriate in connection with this
          opinion.

         

        In
          our
          examination we have assumed the genuineness of all signatures (other than
          the
          signatures of the respective officers and directors and of the Credit Parties),
          the authenticity of all documents submitted to us as originals, the conformity
          to original documents of all documents submitted to us as certified or
          photographic reproductions or facsimile or pdf copies of such originals
          and the
          authenticity of the originals of such copies.  As to questions of fact
          not independently verified by us we have relied, to the extent we have
          deemed
          appropriate, upon certificates of the respective officers, and directors
          of the
          Credit Parties.  We have been provided 

         

         

         

        
          
            2

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

         

         

        with
          copies of documents of public officials of the Republic of the Marshall
          Islands
          (“RMI”) and the aforementioned Transcript of Registry relating to each
          Mortgaged Vessel which we assume are authentic and accurate insofar as
          the
          information contained therein.

         

        A.  We
          have
          made the following assumptions that apply to the Subsidiary
          Guarantors:

         

        1.  Each
          of
          the Subsidiary Guarantors (i) is a corporation duly organized and
          incorporated or formed and validly existing and in good standing under
          the laws
          of the RMI, (ii) has all the corporate or company power and authority to
          own its property and assets and to transact the business in which it is
          engaged
          and presently proposes to engage in and to enter into and perform its respective
          obligations under the Security Documents to which it is a party, and
          (iii) is duly qualified and is authorized to do business and is in good
          standing in each jurisdiction where the conduct of its business required
          such
          qualification except for failures to be so qualified which, either individually
          or in the aggregate, could not reasonably be expected to have a Material
          Adverse
          Effect.

         

        2.  Each
          of
          the Subsidiary Guarantors has the corporate or company power and authority
          to
          execute, deliver and perform the terms and provisions of the Security Documents,
          as and when such Security Documents will be executed and delivered, to
          which it
          is a party and has taken all necessary corporate or company action to authorize
          the execution, delivery and performance by it of each of such Security
          Documents.  Each of the Subsidiary Guarantors has duly executed and
          delivered each of the Security Documents to which it is a party which are
          required of such Subsidiary Guarantor as of the date hereof, and each of
          the
          executed Security Documents to which it is a party constitutes the legal,
          valid
          and binding obligation of each of the Subsidiary Guarantors.

         

        3.  Neither
          the execution, delivery or performance by any of the Subsidiary Guarantors
          of
          the Security Documents to which it is a party (including, without limitation,
          the granting of Liens pursuant to the Security Documents), nor compliance
          by it
          respectively with the terms and provisions thereof as of the date of the
          execution and delivery to you of such Security Documents (i) will
          contravene any provisions of any applicable RMI or Hong Kong statute, rule
          or
          regulation (ii) will contravene any provision of any applicable RMI or Hong
          Kong order, writ, injunction or decree of any RMI or Hong Kong court or
          governmental instrumentality applicable to any of the Subsidiary Guarantors,
          (iii) will be inconsistent with or result in any breach of any of the
          terms, covenants, conditions or provisions of, or constitute a default
          under, or
          result in the creation or imposition of (or the obligation to create or
          impose)
          any Lien (except pursuant to the Credit Documents) upon any of the property
          or
          assets of the Subsidiary Guarantors pursuant to the terms of any indenture,
          mortgage, deed of trust, credit agreement or loan agreement, or any other
          material agreement or instrument to which any of the Subsidiary Guarantors
          is a
          party or by which it any of its property or assets is bound or to which
          it may
          be subject or (iv) with respect to the Subsidiary Guarantors only will
          violate any provision of the certificate or articles of incorporation or
          by-laws
          of any of the Subsidiary Guarantors.

         

        4.  Except
          as
          noted in paragraphs B(5) hereunder, no RMI or Hong Kong order, consent,
          approval, license, authorization, or validation of, or filing, recording
          or
          registration with, or exemption by any RMI or Hong Kong governmental or
          public
          body or authority, or any subdivision thereof, is required to authorize,
          or is
          required in

         

         

         

        
          
            3

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

         connection
          with: (i) the entry into, execution, delivery and performance of any
          Security Documents or (ii) the legality, validity, binding effect or
          enforceability of any such Security Documents, except (a) for the
          registration of the Vessel Mortgages at the Ship Registry Office, and
          (b) the compliance with certain filing or registration requirements
          mandated by Hong Kong law within five weeks of the creation of a security
          interest.

         

        B.  We
          have
          made the following assumptions with respect to the Vessels which are documented
          at the Ship Registry Office:

         

        1.  It
          is not
          necessary or advisable, in order to maintain any Vessel Mortgage as a valid
          first preferred ship mortgage, that any Subsidiary Guarantor file any of
          the
          Security Documents or any other instrument relating thereto with any Hong
          Kong,
          court, agency or governmental instrumentality except for the recording
          of a
          Vessel Mortgage at the Ship Registry Office.

         

        2.  All
          permits, licenses, consents, and approvals of any Hong Kong governmental
          authority as a condition to the validity and enforceability of the registration
          of each Vessel registered in Hong Kong and each Vessel Mortgages, have
          been duly
          obtained, are in full force and effect as of the date thereof and are valid
          and
          sufficient for their respective purposes.

         

        3.  Each
          Vessel is duly registered under the laws and flag of Hong Kong at the Ship
          Registry Office in the name of the respective Subsidiary Guarantor, free
          of any
          liens, claims, charges, debts or encumbrances other than the Vessel
          Mortgage.

         

        4.  The
          Ship
          Registry Office is a central office within the meaning of Section 31301(6)
          (B)
          of Title 46 of the United States Code.

         

        5.  Each
          Vessel Mortgage (i) has been duly executed and delivered, (ii) has
          been duly recorded at the Ship Registry Office, (iii) constitutes and will
          constitute a valid and binding first preferred mortgage lien upon each
          respective Mortgaged Vessel securing the “Indebtedness hereby secured” as
          defined therein, with effect and priority from the date and time of recording
          pursuant to the laws of Hong Kong, (iv) is or will be enforceable in
          accordance with each of their terms, all in accordance with the laws of
          Hong
          Kong governing ship mortgages, and the performance of the Vessel Mortgages
          and
          will not violate or conflict with any Hong Kong law, statutes or regulations,
          and (v) will maintain their validity and priority and without it being
          necessary or appropriate for it to be re-recorded or re-filed.

         

        6.  Under
          the
          laws of the RMI and Hong Kong the choice of New York law to govern the
          Security
          Documents (other than the Vessel Mortgages) by the parties thereto is a
          valid
          choice of law, and the submission to the jurisdiction of the courts of
          the State
          of New York, located in New York City, or of the United States for the
          Southern
          District of New York is valid and binding upon the parties.

         

        Subject
          to the foregoing assumptions we are of the opinion, with respect to the
          Subsidiary Guarantors as the owner of the respective Mortgaged Vessels,
          that:

         

         

         

         

        
          
            4

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        1.  The
          Subsidiary Guarantors are each corporations duly organized and validly
          existing
          and in good standing under the laws of the RMI.

         

        2.  The
          Subsidiary Guarantors have the power and authority to enter into, observe
          and
          perform the terms and obligations on its part to be observed and performed
          under
          the Security Documents to which each is a party and have taken all necessary
          corporate or company action to authorize the execution and delivery of
          the
          Security Documents and the performance of its obligations in accordance
          with
          their terms.

         

        3.  Each
          Vessel Mortgage constitutes the equivalent of a “preferred mortgage” within the
          meaning of Section 31301(6)(B) of Title 46 of the United States Code, entitled
          to the benefits accorded a preferred mortgage on a foreign registered vessel
          under Sections 31325 and 31326 of Title 46 of the United States Code and
          (ii) perfects the rights of the Collateral Agent, as assignee, under the
          Assignments of Insurances respecting the Mortgaged Vessels.

         

        Subject
          to the foregoing we are of the further opinion, with respect to the Assignments
          of Insurances and the Assignments of Earning:

         

        1.  The
          rights of the Collateral Agent, as assignee, under the Assignments of Insurances
          granted by the Subsidiary Guarantors is, or will be, perfected by (i) the
          recording of the Vessel Mortgages at the Ship Registry Office, and (ii) the
          giving of notice to, and consent of, underwriters where policy provisions
          so
          provide and (iii) the compliance with any filing or registration
          requirements mandated by Hong Kong law.  Nevertheless, we recommend
          that precautionary Financing Statements should be filed at the Office of
          the New
          York Secretary of State and the Recorder of Deeds, Washington, D.C. (the
          “Filing Offices”) with respect to such Assignments of
          Insurances.

         

        2.  We
          have
          examined the Financing Statements to be filed in the Filing Offices for
          the
          Subsidiary Guarantor, and upon the filing of such Financing Statements
          in the
          Filing Offices, the security interests granted by the Subsidiary Guarantors
          to
          the Collateral Agent under the Assignments of Earnings and the Assignments
          of
          Charter in respect of all such Collateral thereunder will constitute a
          perfected
          security interest therein in favor of the Collateral Agent in each case
          to the
          extent that such earnings consists of the type of property in which a security
          interest may be perfected by filing a financing statement under the UCC,
          subject
          to the giving of notice to any relevant debtor.

         

        The
          opinions set forth herein are subject to and limited by the
          following:

         

        A.  The
          effect of bankruptcy, insolvency, reorganization, fraudulent conveyance,
          fraudulent transfer, moratorium and other laws and court decisions or other
          legal or equitable principles relating to, limiting or affecting the enforcement
          of creditors' rights generally.

         

        B.  The
          discretion of any court of competent jurisdiction in awarding equitable
          remedies
          (regardless of whether considered in a proceeding in equity or at law),
          including, but not limited to, specific performance or injunctive
          relief.

         

         

        
          
            5

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        C.  The
          enforceability of the Security Documents may be subject to: (i) compliance
          with, and limitations imposed by, procedural requirements relating to the
          exercise of remedies; (ii) general principles of equity (including, but not
          limited to, commercial reasonableness, good faith and fair dealing and
          the
          requirement that the right, remedy, damages or compensation sought be
          proportionate to the breach, default, or injury); (iii) provisions of
          applicable law limiting certain rights and remedies of the Administrative
          Agent,
          the Collateral Agent and the Lenders or the effect of certain waivers or
          agreements, but the inclusion of such provisions in the Credit Documents
          does
          not, in our opinion, render any Credit Documents invalid as a whole and,
          in our
          opinion, subject to the limitations referred to in clause (A) above, the
          Credit Documents contain adequate provisions for the practical realization
          by
          the Administrative Agent, the Collateral Agent and the Lenders of the principal
          benefits intended to be provided by the Credit Documents.

         

        D.  We
          express no opinion with respect to the enforceability of (i) provisions to
          the effect that failure to exercise or delay in exercising a right or remedy
          will not operate as a waiver of the right or remedy or of provisions to
          the
          effect that rights or remedies are not exclusive, that every right or remedy
          is
          cumulative and may be exercised in addition to or with any other right
          or
          remedy, or that the election of some particular right or rights or remedy
          or
          remedies does not preclude recourse to one or more others; (ii) provisions
          providing indemnification for or contribution with respect to securities
          law
          liabilities, the enforceability of which may be limited by applicable securities
          laws and general principles of public policy; (iii) provisions indemnifying
          a person against or prospectively releasing a person from liability for
          such
          person's own wrongful or negligent acts or where the release or indemnification
          is contrary to public policy; (iv) provisions purporting to preclude the
          modification of the Credit Documents through conduct, custom, or course
          of
          performance, action or dealing; (v) provisions requiring the payment or
          reimbursement of fees, costs, expenses, or other amounts without regard
          to
          whether they are reasonable in nature or amount; (vi) provisions that
          purport to establish evidentiary standards; or (vii) provisions purporting
          to appoint the Collateral Agent as the attorney-in-fact of any Subsidiary
          Guarantor.

         

        E.  We
          express no opinion as to the creation of Liens in governmental licenses,
          permits
          and approvals.  The creation of such Liens may be limited, prohibited
          or ineffective under applicable law or governmental policy.

         

        F.  Any
          purported assignment of any agreement or any governmental approval, license
          or
          permit may be subject to restrictions upon assignment or transfer which,
          although not necessarily applicable to assignments intended as security,
          may be
          required to be satisfied before the Collateral Agent will be treated as
          an
          assignee thereof, except to the extent that consents to or approvals of
          such
          assignment have been obtained from the appropriate governmental body or
          other
          Person.

         

        G.  We
          express no opinion as to any security interests relating to property in
          which
          security interests cannot be granted under the UCC, or as to the perfection
          of
          security interests granted by any Subsidiary Guarantor which may be perfected
          by
          any means other than by filing a financing statement pursuant to the UCC
          or, in
          the case of

         

         

        
          
            6

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

         

         

         

         instruments
          (as such term is defined in Section 9-102(a) (47) of the UCC), by possession
          by
          the secured party.

         

        H.  The
          perfection of security interests which are perfected by the filing of financing
          statements is limited both in extent and as to continuation by various
          provisions of the UCC, including, but not limited to, those relating to
          non-identifiable or commingled cash proceeds and the need to file continuation
          statements and/or new financing statements if the classification of any
          Collateral under the UCC changes because of a change in the use of such
          Collateral, or upon the lapse of time or if any Shipowners change its name,
          identity, corporate structure or location of the chief executive office,
          chief
          place of business or the places where it keeps the Collateral or its records
          with respect thereto.

         

        I.  We
          express no opinion as to the validity or legally binding effect of any
          provision
          of any Document that requires or relates to payment of any interest at
          a rate or
          in an amount, which a court would determine in the circumstances under
          applicable law to be usurious, commercially unreasonable or a penalty or
          forfeiture.

         

        J.  We
          express no opinion as to the limitations contained in the Federal Bankruptcy
          Code upon the extent to which property acquired after the commencement
          of a case
          under the Federal Bankruptcy Code may be subjected to a security interest
          arising from an agreement entered into prior to the commencement of such
          case.

         

        K.  As
          used
          in this opinion, “to our knowledge” or comparable terms means or refers to the
          actual knowledge of the undersigned.  We have not, except as otherwise
          set forth herein, undertaken any independent investigation to determine
          the
          existence or absence of those matters, and no inference as to our knowledge
          of
          the existence or absence of those matters should be drawn from our
          representation of any Subsidiary Guarantor.

         

        L.  We
          have
          no knowledge of Hong Kong law.  We are members of the Bar of the State
          of New York and do not purport to be expert or express any opinion except
          as to
          matters involving the laws of such State and the federal laws of the United
          States of America.  We are not licensed to practice law in the
          Marshall Islands, or Hong Kong.

         

        M.  The
          enforcement of the Vessel Mortgages will be subject to the laws of any
          jurisdiction where enforcement thereof may be sought.

         

        We
          have
          assumed with your permission that no agreement or understanding exists
          which
          would modify, supplement or amend any Security Document.  In addition,
          all other matters stated in this opinion as having been assumed by us have
          been
          so assumed with your permission.

         

        The
          opinions expressed herein is based upon the laws and interpretations in
          effect
          on the date hereof, and we assume no obligations to review or supplement
          this
          opinion letter should any such law be changed by legislative action, judicial
          decision or otherwise.  In addition, we do not undertake to advise you
          of matters which occur subsequent to the date hereof and which affect the
          opinion expressed herein.

         

        This
          opinion is rendered only to DNB NOR BANK ASA, NEW YORK BRANCH, as Administrative
          Agent, and Collateral Agent, and the Lenders and their respective successors
          and


         

         

         

         

        
          
            7

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

         

         

         

         

        assigns,
          and is solely for their benefit in connection with the Credit Agreement
          and the
          Security Documents.  This opinion may not be relied upon by the
          Collateral Agent, Administrative Agent or any such Lender for any other
          purpose,
          or quoted to or relied upon by any other person, firm or corporation for
          any
          purpose without our prior written consent.

         

         

        Very
          truly yours,

         

        Constantine
          P. Georgiopoulos

         

        


        
          
            
              8

            

            
              
              

              
                

              

            

            
              
              

                    

                        EXHIBIT
                  C-3      
    

            

          

        

        


        SCHEDULE
          I

         

        Lenders

         

        DnB
          NOR
          BANK ASA, NEW YORK BRANCH

         

        


         

        


        
          
            
              9

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        


        


        SCHEDULE
          II

         

        Mortgaged
          Vessels

         

        
          	
                  Vessel
                    Name

                	
                  Vessel
                    Owner

                	
                  Registry
                    Number

                	
                  Jurisdiction
                    of Registry

                	
                  Flag

                
	 	 	 	 	 
	
                  Genco
                    Acheron

                	
                  Genco
                    Acheron Limited

                	
                  HK-8742

                	
                  Hong
                    Kong

                	
                  Hong
                    Kong

                
	
                  Genco
                    Beauty

                	
                  Genco
                    Beauty Limited

                	
                  HK-1284

                	
                  Hong
                    Kong

                	
                  Hong
                    Kong

                
	
                  Genco
                    Commander

                	
                  Genco
                    Commander Limited

                	
                  HK-1781

                	
                  Hong
                    Kong

                	
                  Hong
                    Kong

                
	
                  Genco
                    Knight

                	
                  Genco
                    Knight Limited

                	
                  HK-1273

                	
                  Hong
                    Kong

                	
                  Hong
                    Kong

                
	
                  Genco
                    Leader

                	
                  Genco
                    Leader Limited

                	
                  HK-1046

                	
                  Hong
                    Kong

                	
                  Hong
                    Kong

                
	
                  Genco
                    Muse

                	
                  Genco
                    Muse Limited

                	
                  HK-1615

                	
                  Hong
                    Kong

                	
                  Hong
                    Kong

                
	
                  Genco
                    Vigour

                	
                  Genco
                    Vigour Limited

                	
                  HK-1283

                	
                  Hong
                    Kong

                	
                  Hong
                    Kong

                
	
                  Genco
                    Trader

                	
                  Genco
                    Trader Limited

                	
                  HK-1047

                	
                  Hong
                    Kong

                	
                  Hong
                    Kong

                
	
                  Genco
                    Carrier

                	
                  Genco
                    Carrier Limited

                	
                  HK-0993

                	
                  Hong
                    Kong

                	
                  Hong
                    Kong

                
	
                  Genco
                    Prosperity

                	
                  Genco
                    Prosperity Limited

                	
                  HK-0914

                	
                  Hong
                    Kong

                	
                  Hong
                    Kong

                
	
                  Genco
                    Success

                	
                  Genco
                    Success Limited

                	
                  HK-1113

                	
                  Hong
                    Kong

                	
                  Hong
                    Kong

                
	
                  Genco
                    Wisdom

                	
                  Genco
                    Wisdom Limited

                	
                  HK-0932

                	
                  Hong
                    Kong

                	
                  Hong
                    Kong

                
	
                  Genco
                    Marine

                	
                  Genco
                    Marine Limited

                	
                  HK-0709

                	
                  Hong
                    Kong

                	
                  Hong
                    Kong

                
	
                  Genco
                    Explorer

                	
                  Genco
                    Explorer Limited

                	
                  HK-0895

                	
                  Hong
                    Kong

                	
                  Hong
                    Kong

                
	
                  Genco
                    Pioneer

                	
                  Genco
                    Pioneer Limited

                	
                  HK-0970

                	
                  Hong
                    Kong

                	
                  Hong
                    Kong

                
	
                  Genco
                    Progress

                	
                  Genco
                    Progress Limited

                	
                  HK-0964

                	
                  Hong
                    Kong

                	
                  Hong
                    Kong

                
	
                  Genco
                    Reliance

                	
                  Genco
                    Reliance Limited

                	
                  HK-1124

                	
                  Hong
                    Kong

                	
                  Hong
                    Kong

                
	
                  Genco
                    Surprise

                	
                  Genco
                    Surprise Limited

                	
                  HK-1782

                	
                  Hong
                    Kong

                	
                  Hong
                    Kong

                
	
                  Genco
                    Sugar

                	
                  Genco
                    Sugar Limited

                	
                  HK-0732

                	
                  Hong
                    Kong

                	
                  Hong
                    Kong

                


        

        


        


        
          
            
              10

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


         

        SCHEDULE
          III

         

        Filing
          Offices

         

        Secretary
          of State of the State of New York

         

        Recorder
          of Deed of the District of Columbia

         

        


         

         

         

        


        
          
            
              11

            

            
              
              

              
                

              

            

            
              
              

            

          

        

         

        


        
          EXHIBIT
            C-4

           

          
            	
                    PRIVATE
                      AND CONFIDENTIAL

                  	
                    Our
                      Ref:

                  
	 	 
	 	
                    Your
                      Ref:

                  
	
                    DnB
                      NOR Bank ASA

                  	
                    Direct
                      Tel: (852) 2843 4366/4256

                  
	
                    200
                      Park Avenue, 31st Floor

                  	
                    Direct
                      Fax: (852) 2103 5990/5959

                  
	
                    New
                      York, NY 10166-0396

                  	 
	
                    (as
                      Administrative Agent and Collateral Agent

                  	
                    Date:
                      __________, 200_

                  
	
                    for
                      and on behalf of the Lenders defined below)

                  	 
	 	 


          

          


          


          Dear
            Sirs,

           

          Secured
            revolving loan facility to Genco Shipping & Trading
            Limited

           

          
            	
                    1.                         
                         

                  	
                    Introduction

                  


          

           

          We
            have
            acted as your Hong Kong legal advisers in connection with a credit agreement
            (the “Credit Agreement”) dated July __, 2007, by and among (1)
            GENCO SHIPPING & TRADING LIMITED, a corporation organized and existing under
            the laws of the Republic of the Marshall Islands (the “Borrower”), (2)
            the banks and financial institutions acceptable to the Borrower and Mandated
            Lead Arranger (as defined below) listed in Schedule I of this Credit
            Agreement,
            as lenders (the “Lenders”), and (3) DnB NOR BANK ASA, acting through its New
            York branch (“DnB”) as Administrative Agent (in such capacity, the
“Administrative Agent”), mandated lead arranger, as bookrunner, as
            security trustee and as collateral agent under the Security Documents
            (in such
            capacity, the “Collateral Agent”) under which the Lenders have agreed to
            make available to the Borrower a secured revolving loan facility based
            on a
            commitment of up to One Billion Three Hundred Seventy Seven Million United
            States Dollars (US$1,377,000,000)  Pursuant to the terms and
            conditions of the Credit Agreement, each of the Borrower’s subsidiaries listed
            in attached Schedule (together, the “Subsidiaries” each a “Subsidiary”) is
            required to execute certain guaranties, pledge agreements, vessel mortgages,
            assignments of earnings, assignments of insurances, assignments of charters,
            assignments of purchase contracts and assignments of construction contracts
            in
            respect of vessels owned or acquired by the relevant Subsidiary as security
            for
            amounts loaned to the Borrower pursuant to the Credit Agreement.

           

          Words
            and
            expressions having defined meanings in the Agreement shall have the same
            meanings when used in this letter.

           

           

           

          
            
              1

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            	
                    2.                         
                        

                  	
                    Documents
                      Examined

                  


          

           

          For
            the
            purposes of giving the opinions expressed in this letter we have
            examined:-

           

          
            	
                    (1)  
                       

                  	
                    a
                      copy of the Credit Agreement;

                  


          

           

          
            	
                    (2) 
                        

                  	
                    a
                      copy of the executed Note, dated as of July__, 2007, issued
                      by the
                      Borrower and delivered to the Administrative
                      Agent;

                  


          

           

          
            	
                    (3)  
                       

                  	
                    a
                      copy of the executed Pledge and Security Agreement, dated as
                      of July __,
                      2007, among the Borrower, the Subsidiary named therein and
                      the Collateral
                      Agent as pledgee (the “Pledge
                      Agreement”);

                  


          

           

          
            	
                    (4) 
                        

                  	
                    a
                      copy of the executed Guaranty, dated as of July __, 2007, made
                      by the
                      Company’s Subsidiary named therein in favor of the Collateral
                      Agent;

                  


          

           

          
            	
                    (5)  
                       

                  	
                    [a
                      copy of the executed Hong Kong Vessel Mortgages, dated as of
                      [         ] and entered into
                      by each Subsidiary which owns a mortgaged vessel, as mortgagor,
                      as is a
                      party thereto (the “Vessel
                      Mortgages”);]

                  


          

           

          
            	
                    (6) 
                        

                  	
                    [a
                      copy of the executed Assignments of Earnings, dated as of
                      [         ] and entered into
                      by each Subsidiary which owns a mortgaged vessel (herein, the
“Assignor”)
                      as is a party thereto (the “Assignments of
                      Earnings”);]

                  


          

           

          
            	
                    (7)  
                       

                  	
                    [a
                      copy of the executed Assignments of Insurances, dated as of
                      [         ] and entered into
                      by each Assignor as is a party thereto (the “Assignments of
                      Insurances”);]

                  


          

           

          
            	
                    (8)  
                       

                  	
                    [a
                      copy of the executed Assignments of Charters, dated as of
                      [          ] and entered
                      into by each Assignor as is a party thereto (the “Assignment of
                      Charters”);]

                  


          

           

          
            	
                    (9)  
                       

                  	
                    [a
                      copy of the executed Assignments of Purchase Contracts, dated
                      as of
                      [           ] and
                      entered into by each Assignor as is a party thereto (the “Assignments
                      of Purchase Contracts”);]

                  


          

           

          
            	
                    (10)  
                       

                  	
                    [a
                      copy of the executed Assignments of Construction Contracts
                      and Refund
                      Guarantees, dated as of
                      [          ] and entered
                      into by each Assignor as is a party thereto;
                      and]

                  


          

           

          
            	
                    (11)  
                       

                  	
                    a
                      copy of the executed articles of incorporation and by-laws
                      of the Borrower
                      and each of the Subsidiary, resolutions of the Board of Directors
                      of the
                      Borrower and each of the Subsidiaries, the powers of attorney
                      issued by
                      the Borrower and each of the Subsidiary (collectively, the
“POAs” and each
                      a “POA”) and a certificate of good standing for the Borrower and each
                      of
                      the Subsidiary;

                  


          

           

          The
            documents specified at paragraph 2(1) to (11) (inclusive) are herein
            together
            referred to as the “Documents”.

           

           

          
            
              2

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          We
            have
            undertaken a search against each Subsidiary’s files on [_______] and a search of
            the Cause Book kept at the High Court of Hong Kong on [_________].

           

          We
            have
            examined a Transcript of Registry in respect of the motor vessels “Genco
            Acheron”, “Genco Beauty”, “Genco Carrier”, “Genco Commander” “Genco Explorer”,
“Genco Knight”, “Genco Leader”, “Genco Marine”, “Genco Muse”, “Genco Pioneer”,
“Genco Progress”, “Genco Prosperity”, “Genco Reliance”, “Genco Success”, “Genco
            Sugar”, “Genco Surprise”, “Genco Trader”, “Genco Vigour” and “Genco Wisdom”,
            issued by the Registrar of Ships at the Port of Authority of Hong Kong
            (bearing
            details of the recorded mortgages in respect of the aforementioned vessels,
            collectively the “Vessel Searches”).

           

          
            	
                    3.                         
                        

                  	
                    Applicable
                      Law

                  


          

           

          Our
            opinion relates solely to Hong Kong law at the date of this letter and
            we have
            assumed due compliance with the laws of any other countries the laws
            of which
            may be applicable to the execution, delivery, performance or enforcement
            of the
            Documents. We have made no independent investigation into the laws of
            any other
            state or country, including in particular, but without limitation, the
            laws of
            the State of New York, United States of America and the jurisdiction
            where the
            parties to the Documents (other than each Subsidiary) are
            incorporated.

           

          
            	
                    4.                         
                        

                  	
                    Assumptions

                  


          

           

          For
            the
            purposes of this letter, we have assumed:-

           

          
            	
                    (a) 
                        

                  	
                    that
                      the Documents have each been duly authorised, executed and
                      delivered by
                      each of the parties thereto (save as specifically mentioned
                      herein) and
                      that each such party has obtained any necessary consent or
                      authorisation
                      or is otherwise qualified or empowered to enter into and perform
                      its
                      obligations under the Documents to which it is a party and
                      that no
                      provision of law of or relating to the jurisdiction of the
                      incorporation
                      of any of the other parties (other than the laws of Hong Kong)
                      or any
                      other law will affect the validity and enforceability of the
                      Documents
                      against any of the parties thereto;

                  


          

           

          
            	
                    (b) 
                        

                  	
                    that
                      the Documents to which each is a party constitute legal, valid
                      and binding
                      obligations of the Subsidiaries under all applicable laws (other
                      than the
                      laws of Hong Kong);

                  


          

           

          
            	
                    (c)  
                       

                  	
                    that
                      there are no provisions of the laws of any jurisdiction, other
                      than Hong
                      Kong as they apply to the Subsidiaries and in respect of which
                      we are
                      opining in this letter, which would have any implications on
                      the opinions
                      we express;

                  


          

           

          
            	
                    (d)  
                       

                  	
                    the
                      absence of any other or collateral arrangements between any
                      of the parties
                      to the Documents which modify or supersede any of the terms
                      of the
                      Documents;

                  


          

           

          
            	
                    (e)  
                       

                  	
                    that
                      each of the Subsidiaries’ Resolutions provided to us for inspection are
                      respectively a faithful record of resolutions either duly passed
                      by the
                      Board of 

                  


          

           

           

          
            
              3

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          Directors
            in writing or at a meeting duly convened
            and held, or by telephonic conference, of the Board of Directors of each
            Subsidiary and have not been amended or rescinded and are in full force
            and
            effect;

           

          
            	
                    (f)  
                       

                  	
                    that
                      each of the POAs has been duly issued by the relevant Subsidiary
                      and has
                      not been amended or rescinded and is in full force and
                      effect;

                  


          

           

          
            	
                    (g) 
                        

                  	
                    the
                      genuineness of all signatures and seals on all documents or
                      on the
                      originals thereof;

                  


          

           

          
            	
                    (h) 
                        

                  	
                    the
                      completeness and conformity to original documents of all copies
                      submitted
                      to us and that no alteration has been made to the Subsidiaries
                      from the
                      copies thereof provided to us for
                      inspection;

                  


          

           

          
            	
                    (i)  
                       

                  	
                    the
                      accuracy of translation of any document submitted to us for
                      inspection in
                      English translated from the foreign language of the
                      original;

                  


          

           

          
            	
                    (j)  
                       

                  	
                    that
                      the information disclosed by our searches at the Hong Kong
                      Companies
                      Registry against the Subsidiaries has not since the date of
                      our searches
                      been materially altered and that such searches did not fail
                      to disclose
                      any material information which had been delivered for filing
                      or
                      registration but was not disclosed, or, as the case may be,
                      did not appear
                      on the public files at the time of our
                      searches;

                  


          

           

          
            	
                    (k)  
                       

                  	
                    that
                      insofar as any obligation under the Documents falls to be performed
                      in any
                      jurisdiction outside Hong Kong, its performance will not be
                      illegal or
                      ineffective by virtue of the laws of that
                      jurisdiction;

                  


          

           

          
            	
                    (l) 
                        

                  	
                    that
                      each of the Subsidiaries was fully solvent immediately after
                      entry into
                      the Documents to which it is respectively a party and that
                      the obligations
                      assumed by each of the Subsidiaries under the Documents to
                      which it is
                      respectively a party were in its best interests and that the
                      directors of
                      each Subsidiary honestly and reasonably considered them to
                      be in the best
                      interests of each Subsidiary
                      respectively;

                  


          

           

          
            	
                    (m)  
                       

                  	
                    none
                      of the Lenders, the Administrative Agent and the Collateral
                      Agent nor any
                      of their respective officers or employees has notice of (i)
                      any matter
                      which would adversely affect the validity of any of the Subsidiaries’
                      Resolutions or (ii) any other matter which would affect the
                      bona fides of
                      the execution and delivery by each Subsidiary of the Documents
                      to which
                      each is respectively a party;

                  


          

           

          
            	
                    (n)  
                       

                  	
                    there
                      are no grounds to believe that the opinion of the directors
                      of each
                      Subsidiary as to the commercial benefit to that Subsidiary
                      to be derived
                      from each Subsidiary entering into the Documents to which each
                      is
                      respectively a party and guaranteeing and/or securing the Borrower’s
                      obligations under the Agreement reflected in the Subsidiaries’ Resolutions
                      was not an opinion honestly and reasonably held by those
                      directors;

                  


          

           

           

          
            
              4

            

            
              
              

              
                

              

            

            
              
              

            

          

           

           

          
            	
                    (o) 
                        

                  	
                    the
                      Borrower has not established a place of business in Hong
                      Kong;

                  


          

           

          
            	
                    (p)  
                       

                  	
                    that
                      the Lenders, the Administrative Agent and the Collateral Agent
                      have
                      complied with all laws and regulations relating to their businesses
                      which
                      are relevant to the Documents;

                  


          

           

          
            	
                    (q)  
                       

                  	
                    the
                      accuracy of all representations and statements as to factual
                      matters
                      contained in the Documents and the Subsidiaries’
                      Resolutions;

                  


          

           

          
            	
                    (r)  
                       

                  	
                    that
                      the information disclosed by the Vessel Searches has not, since
                      the date
                      hereof, been altered or added to and that the Vessel Searches
                      disclosed
                      all information which had been delivered for filing and registration;
                      and

                  


          

           

          
            	
                    (s) 
                        

                  	
                    that
                      the written notices of assignments contained in the Documents
                      have been,
                      or will be served on the relevant addressees, in accordance
                      with the
                      provisions of the Documents.

                  


          

           

          
            	
                    5.                         
                        

                  	
                    Opinion

                  


          

           

          On
            the
            basis of the foregoing and subject to the qualifications set out in paragraph
            6
            below, we are of the opinion that:-

           

          
            	
                    (a)  
                       

                  	
                    each
                      of the Subsidiaries is registered as an oversea company with
                      an
                      established place of business in Hong Kong under Part XI of
                      the Companies
                      Ordinance (Cap. 32) of the Laws of Hong Kong; our searches
                      at the Hong
                      Kong Companies Registry and at the High Court of Hong Kong
                      did not reveal
                      any winding-up order against the Subsidiaries, any resolution
                      of the
                      shareholders voluntarily to wind-up the Subsidiaries, any order
                      for the
                      appointment of any receiver of the Subsidiaries or any statutory
                      declaration by the directors of the Subsidiaries pursuant to
                      Section 228A
                      of the Companies Ordinance (Cap.32) of the Laws of Hong
                      Kong;

                  


          

           

          
            	
                    (b) 
                        

                  	
                    the
                      Documents including any charges granted therein, to the extent
                      that Hong
                      Kong law applies to them, to which they are respectively parties
                      and as
                      executed and delivered, constitute valid and legally binding
                      obligations
                      of each Subsidiary, enforceable against each Subsidiary in
                      accordance with
                      their terms;

                  


          

           

          
            	
                    (c) 
                        

                  	
                    the
                      motor vessel “Genco Acheron” is duly registered in the name of Genco
                      Acheron Limited under and pursuant to the laws and flag of
                      Hong Kong with
                      Official Number HK-8742 free and clear all registered mortgages
                      save for
                      the Vessel Mortgage in respect of the “Genco
                      Acheron”;

                  


          

           

          
            	
                    (d) 
                        

                  	
                    the
                      Vessel Mortgage in respect of the “Genco Acheron” has been duly executed
                      by Genco Acheron Limited and registered at the Hong Kong Shipping
                      Registry. This Vessel Mortgage constitutes a valid first priority
                      mortgage
                      lien on the motor vessel “Genco
                      Acheron”;

                  


          

           

          
            	
                    (e) 
                        

                  	
                    the
                      motor vessel “Genco Beauty” is duly registered in the name of Genco Beauty
                      Limited under and pursuant to the laws and flag of Hong Kong
                      with Official
                      

                  


          

           

           

          
            
              5

            

            
              
              

              
                

              

            

            
              
              

            

          

           

                     
Number
            HK-1284 free and
            clear all registered mortgages save for Vessel Mortgage in respect of
            the “Genco
            Beauty”;

           

          
            	
                    (f)  
                       

                  	
                    the
                      Vessel Mortgage in respect of the “Genco Beauty” has been duly executed by
                      Genco Beauty Limited and registered at the Hong Kong Shipping
                      Registry.
                      This Vessel Mortgage constitutes a valid first priority mortgage
                      lien on
                      the motor vessel “Genco Beauty”;

                  


          

           

          
            	
                    (g)  
                       

                  	
                    the
                      motor vessel “Genco Carrier” is duly registered in the name of Genco
                      Carrier Limited under and pursuant to the laws and flag of
                      Hong Kong with
                      Official Number HK-0993 free and clear all registered mortgages
                      save for
                      the Vessel Mortgage in respect of the “Genco
                      Carrier”;

                  


          

           

          
            	
                    (h)  
                       

                  	
                    the
                      Vessel Mortgage in respect of the “Genco Carrier” has been duly executed
                      by Genco Carrier Limited and registered at the Hong Kong Shipping
                      Registry. This Vessel Mortgage constitutes a valid first priority
                      mortgage
                      lien on the motor vessel “Genco
                      Carrier”;

                  


          

           

          
            	
                    (i)  
                       

                  	
                    the
                      motor vessel “Genco Commander” is duly registered in the name of Genco
                      Commander Limited under and pursuant to the laws and flag of
                      Hong Kong
                      with Official Number HK-1781 free and clear all registered
                      mortgages save
                      for the Vessel Mortgage in respect of the “Genco
                      Commander”;

                  


          

           

          
            	
                    (j)  
                       

                  	
                    the
                      Vessel Mortgage in respect of the “Genco Commander” has been duly executed
                      by Genco Commander Limited and registered at the Hong Kong
                      Shipping
                      Registry. This Vessel Mortgage constitutes a valid first priority
                      mortgage
                      lien on the motor vessel “Genco
                      Commander”;

                  


          

           

          
            	
                    (k)  
                       

                  	
                    the
                      motor vessel “Genco Explorer” is duly registered in the name of Genco
                      Explorer Limited under and pursuant to the laws and flag of
                      Hong Kong with
                      Official Number HK-0895 free and clear all registered mortgages
                      save for
                      the Vessel Mortgage in respect of the “Genco
                      Explorer”;

                  


          

           

          
            	
                    (l)  
                       

                  	
                    the
                      Vessel Mortgage in respect of the “Genco Explorer” has been duly executed
                      by Genco Explorer Limited and registered at the Hong Kong Shipping
                      Registry. This Vessel Mortgage constitutes a valid first priority
                      mortgage
                      lien on the motor vessel “Genco
                      Explorer”;

                  


          

           

          
            	
                    (m) 
                        

                  	
                    the
                      motor vessel “Genco Knight” is duly registered in the name of Genco Knight
                      Limited under and pursuant to the laws and flag of Hong Kong
                      with Official
                      Number HK-1273 free and clear all registered mortgages save
                      for the Vessel
                      Mortgage in respect of the “Genco
                      Knight”;

                  


          

           

          
            	
                    (n)  
                       

                  	
                    the
                      Vessel Mortgage in respect of the “Genco Knight” has been duly executed by
                      Genco Knight Limited and registered at the Hong Kong Shipping
                      Registry.
                      This Vessel Mortgage constitutes a valid first priority mortgage
                      lien on
                      the motor vessel “Genco Knight”;

                  


          

           

           

          
            
              6

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            	
                    (o) 
                        

                  	
                    the
                      motor vessel “Genco Leader” is duly registered in the name of Genco Leader
                      Limited under and pursuant to the laws and flag of Hong Kong
                      with Official
                      Number HK-1046 free and clear all registered mortgages save
                      for the Vessel
                      Mortgage in respect of the “Genco
                      Leader”;

                  


          

           

          
            	
                    (p) 
                        

                  	
                    the
                      Vessel Mortgage in respect of the “Genco Leader” has been duly executed by
                      Genco Leader Limited and registered at the Hong Kong Shipping
                      Registry.
                      This Vessel Mortgage constitutes a valid first priority mortgage
                      lien on
                      the motor vessel “Genco Leader”;

                  


          

           

          
            	
                    (q) 
                        

                  	
                    the
                      motor vessel “Genco Marine” is duly registered in the name of Genco Marine
                      Limited under and pursuant to the laws and flag of Hong Kong
                      with Official
                      Number HK-0709 free and clear all registered mortgages save
                      for the Vessel
                      Mortgage in respect of the “Genco
                      Marine”;

                  


          

           

          
            	
                    (r) 
                        

                  	
                    the
                      Vessel Mortgage in respect of the “Genco Marine” has been duly executed by
                      Genco Marine Limited and registered at the Hong Kong Shipping
                      Registry.
                      This Vessel Mortgage constitutes a valid first priority mortgage
                      lien on
                      the motor vessel “Genco Marine”;

                  


          

           

          
            	
                    (s)  
                       

                  	
                    the
                      motor vessel “Genco Muse” is duly registered in the name of Genco Muse
                      Limited under and pursuant to the laws and flag of Hong Kong
                      with Official
                      Number HK-1615 free and clear all registered mortgages save
                      for the Vessel
                      Mortgage in respect of the “Genco
                      Muse”;

                  


          

           

          
            	
                    (t)  
                       

                  	
                    the
                      Vessel Mortgage in respect of the “Genco Muse” has been duly executed by
                      Genco Muse Limited and registered at the Hong Kong Shipping
                      Registry. This
                      Vessel Mortgage constitutes a valid first priority mortgage
                      lien on the
                      motor vessel “Genco Muse”;

                  


          

           

          
            	
                    (u)    
                      

                  	
                    the
                      motor vessel “Genco Pioneer” is duly registered in the name of Genco
                      Pioneer Limited under and pursuant to the laws and flag of
                      Hong Kong with
                      Official Number HK-0970 free and clear all registered mortgages
                      save for
                      the Vessel Mortgage in respect of the “Genco
                      Pioneer”;

                  


          

           

          
            	
                    (v) 
                        

                  	
                    the
                      Vessel Mortgage in respect of the “Genco Pioneer” has been duly executed
                      by Genco Pioneer Limited and registered at the Hong Kong Shipping
                      Registry. This Vessel Mortgage constitutes a valid first priority
                      mortgage
                      lien on the motor vessel “Genco
                      Pioneer”;

                  


          

           

          
            	
                    (w) 
                        

                  	
                    the
                      motor vessel “Genco Progress” is duly registered in the name of Genco
                      Progress Limited under and pursuant to the laws and flag of
                      Hong Kong with
                      Official Number HK-0964 free and clear all registered mortgages
                      save for
                      the Vessel Mortgage in respect of the “Genco
                      Progress”;

                  


          

           

          
            	
                    (x)  
                       

                  	
                    the
                      Vessel Mortgage in respect of the “Genco Progress” has been duly executed
                      by Genco Progress Limited and registered at the Hong Kong Shipping
                      Registry. 

                  


          

           

           

          
            
              7

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          This
            Vessel Mortgage constitutes a valid first
            priority mortgage lien on the motor vessel “Genco Progress”;

           

          
            	
                    (y) 
                        

                  	
                    the
                      motor vessel “Genco Prosperity” is duly registered in the name of Genco
                      Prosperity Limited under and pursuant to the laws and flag
                      of Hong Kong
                      with Official Number HK-0914 free and clear all registered
                      mortgages save
                      for the Vessel Mortgage in respect of the “Genco
                      Prosperity”;

                  


          

           

          
            	
                    (z)  
                       

                  	
                    the
                      Vessel Mortgage in respect of the “Genco Prosperity” has been duly
                      executed by Genco Prosperity Limited and registered at the
                      Hong Kong
                      Shipping Registry. This Vessel Mortgage constitutes a valid
                      first priority
                      mortgage lien on the motor vessel “Genco
                      Prosperity”;

                  


          

           

          
            	
                    (aa) 
                        

                  	
                    the
                      motor vessel “Genco Reliance” is duly registered in the name of Genco
                      Reliance Limited under and pursuant to the laws and flag of
                      Hong Kong with
                      Official Number HK-1124 free and clear all registered mortgages
                      save for
                      the Vessel Mortgage in respect of the “Genco
                      Reliance”;

                  


          

           

          
            	
                    (bb) 
                        

                  	
                    the
                      Vessel Mortgage in respect of the “Genco Reliance” has been duly executed
                      by Genco Reliance Limited and registered at the Hong Kong Shipping
                      Registry. This Vessel Mortgage constitutes a valid first priority
                      mortgage
                      lien on the motor vessel “Genco
                      Reliance”;

                  


          

           

          
            	
                    (cc) 
                        

                  	
                    the
                      motor vessel “Genco Success” is duly registered in the name of Genco
                      Success Limited under and pursuant to the laws and flag of
                      Hong Kong with
                      Official Number HK 1113 free and clear all registered mortgages
                      save for
                      the Vessel Mortgage in respect of the “Genco
                      Success”;

                  


          

           

          
            	
                    (dd) 
                        

                  	
                    the
                      Vessel Mortgage in respect of the “Genco Success” has been duly executed
                      by Genco Success Limited and registered at the Hong Kong Shipping
                      Registry. This Vessel Mortgage constitutes a valid first priority
                      mortgage
                      lien on the motor vessel “Genco
                      Success”;

                  


          

           

          
            	
                    (ee)  
                       

                  	
                    the
                      motor vessel “Genco Sugar” is duly registered in the name of Genco Sugar
                      Limited under and pursuant to the laws and flag of Hong Kong
                      with Official
                      Number HK-0732 free and clear all registered mortgages save
                      for the Vessel
                      Mortgage in respect of the “Genco
                      Sugar”;

                  


          

           

          
            	
                    (ff)  
                       

                  	
                    the
                      Vessel Mortgage in respect of the “Genco Sugar” has been duly executed by
                      Genco Sugar Limited and registered at the Hong Kong Shipping
                      Registry.
                      This Vessel Mortgage constitutes a valid first priority mortgage
                      lien on
                      the motor vessel “Genco Sugar”;

                  


          

           

          
            	
                    (gg)  
                       

                  	
                    the
                      motor vessel “Genco Surprise” is duly registered in the name of Genco
                      Surprise Limited under and pursuant to the laws and flag of
                      Hong Kong with
                      Official Number HK-1782 free and clear all registered mortgages
                      save for
                      the Vessel Mortgage in respect of the “Genco
                      Surprise”;

                  


          

           

           

          
            
              8

            

            
              
              

              
                

              

            

            
              
              

            

          

           

           

          
            	
                    (hh) 
                        

                  	
                    the
                      Vessel Mortgage in respect of the “Genco Surprise” has been duly executed
                      by Genco Surprise Limited and registered at the Hong Kong Shipping
                      Registry. This Vessel Mortgage constitutes a valid first priority
                      mortgage
                      lien on the motor vessel “Genco
                      Surprise”;

                  


          

           

          
            	
                    (ii)  
                       

                  	
                    the
                      motor vessel “Genco Trader” is duly registered in the name of Genco Trader
                      Limited under and pursuant to the laws and flag of Hong Kong with Official
                      Number HK-1047 free and clear all registered mortgages save
                      for the Vessel
                      Mortgage in respect of the “Genco
                      Trader”;

                  


          

           

          
            	
                    (jj) 
                        

                  	
                    the
                      Vessel Mortgage in respect of the “Genco Trader” has been duly executed by
                      Genco Trader Limited and registered at the Hong Kong Shipping
                      Registry.
                      This Vessel Mortgage constitutes a valid first priority mortgage
                      lien on
                      the motor vessel “Genco Trader”;

                  


          

           

          
            	
                    (kk)  
                       

                  	
                    the
                      motor vessel “Genco Vigour” is duly registered in the name of Genco Vigour
                      Limited under and pursuant to the laws and flag of Hong Kong
                      with Official
                      Number HK-1283 free and clear all registered mortgages save
                      for the Vessel
                      Mortgage in respect of the “Genco
                      Vigour”;

                  


          

           

          
            	
                    (ll)  
                       

                  	
                    the
                      Vessel Mortgage in respect of the “Genco Vigour” has been duly executed by
                      Genco Vigour and registered at the Hong Kong Shipping Registry.
                      This
                      Vessel Mortgage constitutes a valid first priority mortgage
                      lien on the
                      motor vessel “Genco Vigour”;

                  


          

           

          
            	
                    (mm) 
                        

                  	
                    the
                      motor vessel “Genco Wisdom” is duly registered in the name of Genco Wisdom
                      Limited under and pursuant to the laws and flag of Hong Kong
                      with Official
                      Number HK-0932 free and clear all registered mortgages save
                      for the Vessel
                      Mortgage in respect of the “Genco
                      Wisdom”;

                  


          

           

          
            	
                    (nn)  
                       

                  	
                    the
                      Vessel Mortgage in respect of the “Genco Wisdom” has been duly executed by
                      Genco Wisdom Limited and registered at the Hong Kong Shipping
                      Registry.
                      This Vessel Mortgage constitutes a valid first priority mortgage
                      lien on
                      the motor vessel “Genco Wisdom”;

                  


          

           

          
            	
                    (oo)  
                       

                  	
                    no
                      consent, authorisation, licence or approval (including exchange
                      control
                      approvals) of or registration with or declaration to any Hong
                      Kong
                      governmental or public body or authority or court is required
                      to
                      authorize, or is required by the Subsidiaries in connection
                      with, the
                      execution, delivery, legality, validity, priority, admissibility
                      in
                      evidence or effectiveness of the Documents to which they are
                      respectively
                      a party;

                  


          

           

          
            	
                    (pp)  
                       

                  	
                    no
                      stamp duty or registration or similar taxes or charges are
                      payable in Hong
                      Kong in respect of the Documents.

                  


          

           

          
            	
                    (qq) 
                        

                  	
                    there
                      is, at the date of this opinion letter, no Hong Kong withholding
                      or other
                      tax to be deducted from any payment whether of principal or
                      interest or
                      otherwise to be made by the Subsidiaries pursuant to any of
                      the provisions
                      of the Documents;

                  


          

           

           

          
            
              9

            

            
              
              

              
                

              

            

            
              
              

            

          

           

           

          
            	
                    (rr) 
                        

                  	
                    the
                      execution and delivery of, the performance of its obligations
                      under, and
                      compliance by the Subsidiaries with the provisions of the Documents
                      to
                      which they are respectively a party, do not contravene any
                      existing Hong
                      Kong law, statute, rule or regulation to which each Subsidiary
                      is
                      subject;

                  


          

           

          
            	
                    (ss)  
                       

                  	
                    save
                      only for the registration of the Vessel Mortgages at the Hong
                      Kong
                      Shipping Registry and the registration of particulars of charges
                      created
                      by the Documents (to the extent that such Documents contain
                      a charge and
                      are executed by a company incorporated under the laws of Hong
                      Kong or
                      registered as an overseas company in Hong Kong) at the Hong
                      Kong Companies
                      Registry within five weeks of their creation, no further action
                      need be
                      taken to ensure the legality, validity, enforceability or admissibility
                      in
                      evidence in Hong Kong of the Documents or the priority of the
                      security
                      interests created thereunder;

                  


          

           

          
            	
                    (tt)  
                       

                  	
                    under
                      Hong Kong law, the choice of New York law to govern the Documents
                      (other
                      than the Vessel Mortgages is a valid choice of law, assuming
                      that such
                      choice is made bona fide by each Subsidiary and so long as
                      the choice is
                      not made by each Subsidiary with the intention of avoiding
                      the mandatory
                      application of the laws of another jurisdiction and is valid
                      and binding
                      upon each Subsidiary under New York
                      law;

                  


          

           

          
            	
                    (uu)  
                       

                  	
                    the
                      Lenders, the Administrative Agent or the Collateral Agent will
                      not be
                      deemed to be resident, domiciled, carrying on business or subject
                      to
                      taxation in Hong Kong by reason only of the negotiation, preparation,
                      execution, performance or enforcement of, and/or receipt of
                      any payment
                      from the Subsidiaries under, the
                      Documents.

                  


          

           

          
            	
                    6.                          
                       

                  	
                    Qualifications

                  


          

           

          This
            letter is subject to the following qualifications:-

           

          
            	
                    (a)  
                       

                  	
                    enforcement
                      of the obligations of the parties to the Documents in a Hong
                      Kong court
                      may be limited by prescription or lapse of time or by bankruptcy,
                      insolvency, liquidation, winding-up, reorganisation, reconstruction
                      or
                      similar laws affecting creditor’s rights generally. In particular, and
                      notwithstanding any provisions in the Documents regarding waivers,
                      under
                      Hong Kong law failure to exercise a right of action for more
                      than six
                      years (or twelve years in the case of a document executed under
                      seal or
                      intended to take effect as a deed) will operate as a bar to
                      the exercise
                      of such right, and failure to exercise such right for a lesser
                      period may
                      result in such right being waived;

                  


          

           

          
            	
                    (b) 
                        

                  	
                    the
                      availability of certain equitable remedies, such as injunction
                      and
                      specific performance, will be at the discretion of the court
                      and a court
                      might make an award of damages where specific performance of
                      an
                      obligation, or some other equitable remedy, is
                      sought;

                  


          

           

          
            	
                    (c)  
                       

                  	
                    any
                      provision of any of the Documents providing that certain calculations
                      and/or certificates will be conclusive and binding will riot
                      be effective
                      if such 

                  


          

           

           

          
            
              10

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          calculations
            or certificates are erroneous on their
            face or fraudulent and will not necessarily prevent judicial enquiry
            into the
            merits of any claim by an aggrieved party;

           

          
            	
                    (d) 
                        

                  	
                    where
                      a party under any of the Documents is vested with a discretion,
                      or may
                      determine a matter in its opinion, Hong Kong law may require
                      that such
                      discretion is exercised reasonably or that such opinion is
                      based upon
                      reasonable grounds;

                  


          

           

          
            	
                    (e)  
                       

                  	
                    any
                      currency indemnity provision of the Documents may not be enforceable
                      in
                      the Hong Kong courts in relation to any judgment delivered
                      by any court
                      and expressed in a currency other than that in which the relevant
                      sum is
                      payable;

                  


          

           

          
            	
                    (f) 
                        

                  	
                    where
                      any of the Documents is to be performed in jurisdictions outside
                      Hong
                      Kong, it may not be enforced in such jurisdiction to the extent
                      that such
                      performance would be illegal or contrary to public policy under
                      the laws
                      of any such jurisdiction;

                  


          

           

          
            	
                    (g) 
                        

                  	
                    the
                      severability of provisions of any of the Documents which are
                      illegal,
                      invalid or unenforceable is, as a matter of Hong Kong law,
                      at the
                      discretion of the court;

                  


          

           

          
            	
                    (h)  
                       

                  	
                    proceedings
                      in a Hong Kong court may be stayed if concurrent proceedings
                      are being
                      brought elsewhere or where it is shown that there is some other
                      forum,
                      having competent jurisdiction, which is more appropriate for
                      the trial of
                      the action on the basis that the case can be tried more suitably
                      for the
                      interests of all parties and the ends of justice, save where
                      the court’s
                      discretion to stay an action may be excluded by statute or
                      convention;

                  


          

           

          
            	
                    (i) 
                        

                  	
                    a
                      Hong Kong court may refuse to give effect to any undertaking
                      for
                      reimbursement or indemnity against expenses in respect of the
                      costs of
                      unsuccessful litigation brought before such a
                      court;

                  


          

           

          
            	
                    (j) 
                        

                  	
                    the
                      searches against the filed particulars of the Subsidiaries
                      who have
                      registered as an oversea company with an established place
                      of business in
                      Hong Kong under Part XI of the Companies Ordinance (Cap.32)
                      of the Laws of
                      Hong Kong referred to in paragraph 2 above are not conclusively
                      capable of
                      revealing whether or not:

                  


          

           

          
            	
                    (i)  
                       

                  	
                    a
                      winding up order has been made or a resolution passed for the
                      winding up
                      of such Subsidiary ;

                  


          

           

          
            	
                    (ii)    
                      

                  	
                    any
                      order for the appointment of any receiver of such Subsidiary
                      has been
                      made; or

                  


          

           

          
            	
                    (iii) 
                        

                  	
                    a
                      receiver or liquidator has been appointed;
                      or

                  


          

           

          
            	
                    (iv) 
                        

                  	
                    any
                      statutory declaration by the directors of such Subsidiary pursuant
                      to
                      Section 228A of the Companies Ordinance, (Cap.32) of the Laws
                      of Hong Kong
                      has been made

                  


          

           

           

          
            
              11

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          since
            notice of these matters may not be filed with the Registrar of Companies
            immediately and, when filed, may not be entered on the public files of
            such
            Subsidiary immediately. In addition, such searches are not capable of
            revealing,
            prior to the making of the relevant order, whether or not a winding up
            petition
            or an application to the court for the appointment of a receiver has
            been
            presented, or any matters which have been lodged for registration but
            have not
            actually been registered at the date the copy of the relevant file was
            made
            available to us;

           

          
            	
                    (k)  
                       

                  	
                    under
                      the rules of procedure applicable, a Hong Kong court may, at
                      its
                      discretion, order a plaintiff in an action, being a party who
                      is not
                      ordinarily resident in some part of Hong Kong, to provide security
                      for
                      costs;

                  


          

           

          
            	
                    (l)  
                       

                  	
                    the
                      search of the High Court cause book referred to in paragraph
                      2 is not
                      capable of revealing conclusively whether any litigation or
                      proceeding is
                      in progress (either in Hong Kong or in any other jurisdiction)
                      involving
                      or otherwise concerning the
                      Subsidiaries;

                  


          

           

          
            	
                    (m)  
                       

                  	
                    we
                      express no view on any provision in any of the Documents requiring
                      written
                      amendments and waivers of any of the provisions of such Document
                      in so far
                      as it suggests that oral or other modifications, amendments
                      or waivers
                      could not be effectively agreed upon or granted by or between
                      the parties
                      or implied by the course of conduct of the
                      parties;

                  


          

           

          
            	
                    (n) 
                        

                  	
                    save
                      as provided in paragraph 5(e) to (hh), we express no opinion
                      as to the
                      title of any of the Subsidiaries to any of the security assets
                      being the
                      subject of the Security Documents or the ranking of any security
                      created
                      or to be created by such documents, as to the nature of the
                      security
                      created thereby or as to the marketability of or rights of
                      enforcement
                      over such security assets;

                  


          

           

          
            	
                    (o) 
                        

                  	
                    the
                      effectiveness of terms relieving a party from a liability or
                      duty
                      otherwise owed are limited by law;

                  


          

           

          
            	
                    (p) 
                        

                  	
                    Section
                      24 of the Money Lenders Ordinance (Cap.163) of the Laws of
                      Hong Kong makes
                      it illegal to lend or offer to lend money at any effective
                      rate of
                      interest which exceeds sixty per centum (60%) per annum and
                      makes any
                      agreement for the repayment of any loan or the payment of interest
                      on any
                      loan and any security therefor unenforceable in any case in
                      which the
                      effective rate of interest exceeds such rate;
                      and

                  


          

           

          
            	
                    (q)  
                       

                  	
                    Section
                      25 of the Money Lenders Ordinance (Cap.163) of the Laws of
                      Hong Kong
                      provides that a Hong Kong court may “reopen the transaction so as to do
                      justice between the parties” if the transaction is “extortionate”. For
                      this purpose a loan in respect of which the effective rate
                      of interest
                      exceeds forty eight per centum (48%) per annum is presumed
                      to be
                      “extortionate”.

                  


          

           

          
            	
                    7.                          
                       

                  	
                    The
                      Basic Law

                  


          

           

           

          
            
              12

            

            
              
              

              
                

              

            

            
              
              

            

          

           

           

          Without
            prejudice to the generality of the foregoing, it should be noted that
            on 1st
            July 1997 Hong Kong became the Hong Kong Special Administrative Region
            (the
“HKSAR”) of the People’s Republic of China (the
“PRC”) and the Basic Law of the HKSAR
            (the “Basic
            Law”) adopted on 4th April 1990 by the National People’s Congress (the
“NPC”) of the PRC is now applicable to Hong Kong.
            Article 8 of
            the Basic Law provides that the laws previously in force in Hong Kong,
            that is,
            the common law, rules of equity, ordinances, subordinate legislation
            and
            customary law shall be maintained, except for any that contravene the
            Basic Law,
            and subject to any amendment by the legislature of the HKSAR. Under Article
            160
            of the Basic Law, the Laws of Hong Kong in force at 30th June 1997 were
            adopted
            as laws of the HKSAR except for those which the Standing Committee of
            the NPC
            (the “Standing Committee”) declared to be in contravention of
            the Basic Law. On 23rd February 1997 the Standing Committee on its 24th
            sitting
            decided that the laws previously in force in Hong Kong, including the
            common
            law, rules of equity, ordinances, subsidiary legislation and customary
            law
            shall, unless they contravene the Basic Law, be adopted as the laws of
            the
            HKSAR. However, the Standing Committee also decided that certain laws
            and
            provisions (namely those listed in Schedules 1 and 2 of the decision)
            will not
            be so adopted as they contravene the Basic Law. These unadopted laws
            however
            appear to us to have no bearing on those Laws of Hong Kong which are
            relevant to
            what is stated in this opinion.

           

          To
            give
            effect to (inter alia) the said decision of the Standing Committee, the
            Hong
            Kong Reunification Ordinance was adopted by the HKSAR’s legislature on 1st July
            1997 (Ordinance No.110 of 1997). Section 7 of this Ordinance reiterates
            in
            essence what is stated in the decision of the Standing Committee, namely
“the
            laws previously in force in Hong Kong, that is the common law, rules
            of equity,
            ordinances, subsidiary legislation and customary law, which have been
            adopted as
            the laws of the HKSAR, shall continue to apply”. The Hong Kong Reunification
            Ordinance also introduced an amendment to the Interpretation and General
            Clauses
            Ordinance (Cap. 1) of the Laws of Hong Kong by inserting a new Article
            2A which
            provides (inter alia) that “all laws previously in force shall be construed with
            such modifications, adaptations, limitations and exceptions as may be
            necessary
            so as not to contravene the Basic Law and to bring them into conformity
            with the
            status of Hong Kong as a Special Administrative Region of the People’s Republic
            of China”. The expression “laws previously in force” was defined thereunder to
            mean “the common law, rules of equity, ordinances, subsidiary legislation and
            customary law in force immediately before 1st July 1997 and adopted as
            laws of
            the Hong Kong Special Administrative Region”. The Laws of Hong Kong which are
            relevant to what is stated in this opinion do not appear to us to contravene
            the
            Basic Law nor do they appear to require any modifications, adaptations,
            limitations and exceptions in any material manner in order to bring them
            in
            conformity with the status of Hong Kong as a Special Administrative Region
            of
            PRC. Furthermore, we are not aware of any other amendment made by the
            legislature of the HKSAR to those Laws of Hong Kong which are relevant
            to what
            is stated in this opinion, which would require us to opine
            otherwise.

           

           

          
            
              13

            

            
              
              

              
                

              

            

            
              
              

            

          

           

           

          
            	
                    8.                         
                        

                  	
                    Benefit

                  


          

           

          This
            opinion is addressed to you personally for your sole benefit and is not
            to be
            relied upon by any other person other than the Lenders (and their assigns
            and
            participants) and:

           

          
            	
                    (a)  
                       

                  	
                    it
                      is not to be disclosed in whole or in part by you or the Lenders
                      to anyone
                      other than persons who in the ordinary course of your or their
                      business
                      have access to your or their papers and records and on the
                      basis that such
                      persons will similarly make no further disclosure;
                      and

                  


          

           

          
            	
                    (b)  
                       

                  	
                    it
                      is not to be filed with any governmental agency or authority
                      or quoted in
                      any public document without, in any such case, our prior written
                      consent.

                  


          

           

          
            	
                    9.                         
                        

                  	
                    Scope

                  


          

           

          This
            letter is strictly limited to the matters stated herein and is not to
            be read as
            extending by implication to any other matter in connection with the
            Subsidiaries, the Documents or otherwise.

           

          Yours
            faithfully,

          


          


          /s/
            Johnson Stokes & Master

          Johnson
            Stokes & Master


          
            
              14

            

            
              
              

              
                

              

            

            
              
              

            

          


          Schedule


           

          List
            of Subsidiaries/Vessels

           

          
            	
                    Vessel
                      Name

                  	
                    Vessel
                      Owner

                  	
                    Registry
                      Number

                  	
                    Jurisdiction
                      of Registry

                  	
                    Flag

                  
	 	 	 	 	 
	
                    Genco
                      Acheron

                  	
                    Genco
                      Acheron Limited

                  	
                    HK-8742

                  	
                    Hong
                      Kong

                  	
                    Hong
                      Kong

                  
	
                    Genco
                      Beauty

                  	
                    Genco
                      Beauty Limited

                  	
                    HK-1284

                  	
                    Hong
                      Kong

                  	
                    Hong
                      Kong

                  
	
                    Genco
                      Commander

                  	
                    Genco
                      Commander Limited

                  	
                    HK-1781

                  	
                    Hong
                      Kong

                  	
                    Hong
                      Kong

                  
	
                    Genco
                      Knight

                  	
                    Genco
                      Knight Limited

                  	
                    HK-1273

                  	
                    Hong
                      Kong

                  	
                    Hong
                      Kong

                  
	
                    Genco
                      Leader

                  	
                    Genco
                      Leader Limited

                  	
                    HK-1046

                  	
                    Hong
                      Kong

                  	
                    Hong
                      Kong

                  
	
                    Genco
                      Muse

                  	
                    Genco
                      Muse Limited

                  	
                    HK-1615

                  	
                    Hong
                      Kong

                  	
                    Hong
                      Kong

                  
	
                    Genco
                      Vigour

                  	
                    Genco
                      Vigour Limited

                  	
                    HK-1283

                  	
                    Hong
                      Kong

                  	
                    Hong
                      Kong

                  
	
                    Genco
                      Trader

                  	
                    Genco
                      Trader Limited

                  	
                    HK-1047

                  	
                    Hong
                      Kong

                  	
                    Hong
                      Kong

                  
	
                    Genco
                      Carrier

                  	
                    Genco
                      Carrier Limited

                  	
                    HK-0993

                  	
                    Hong
                      Kong

                  	
                    Hong
                      Kong

                  
	
                    Genco
                      Prosperity

                  	
                    Genco
                      Prosperity Limited

                  	
                    HK-0914

                  	
                    Hong
                      Kong

                  	
                    Hong
                      Kong

                  
	
                    Genco
                      Success

                  	
                    Genco
                      Success Limited

                  	
                    HK-1113

                  	
                    Hong
                      Kong

                  	
                    Hong
                      Kong

                  
	
                    Genco
                      Wisdom

                  	
                    Genco
                      Wisdom Limited

                  	
                    HK-0932

                  	
                    Hong
                      Kong

                  	
                    Hong
                      Kong

                  
	
                    Genco
                      Marine

                  	
                    Genco
                      Marine Limited

                  	
                    HK-0709

                  	
                    Hong
                      Kong

                  	
                    Hong
                      Kong

                  
	
                    Genco
                      Explorer

                  	
                    Genco
                      Explorer Limited

                  	
                    HK-0895

                  	
                    Hong
                      Kong

                  	
                    Hong
                      Kong

                  
	
                    Genco
                      Pioneer

                  	
                    Genco
                      Pioneer Limited

                  	
                    HK-0970

                  	
                    Hong
                      Kong

                  	
                    Hong
                      Kong

                  
	
                    Genco
                      Progress

                  	
                    Genco
                      Progress Limited

                  	
                    HK-0964

                  	
                    Hong
                      Kong

                  	
                    Hong
                      Kong

                  
	
                    Genco
                      Reliance

                  	
                    Genco
                      Reliance Limited

                  	
                    HK-1124

                  	
                    Hong
                      Kong

                  	
                    Hong
                      Kong

                  
	
                    Genco
                      Surprise

                  	
                    Genco
                      Surprise Limited

                  	
                    HK-1782

                  	
                    Hong
                      Kong

                  	
                    Hong
                      Kong

                  


          

           

           

          
            
              15

            

            
              
              

              
                

              

            

            
              
              

            

          

           

           

           

          
            	
                    Genco
                      Sugar

                  	
                    Genco
                      Sugar Limited

                  	
                    HK-0732

                  	
                    Hong
                      Kong

                  	
                    Hong
                      Kong

                  


          

          


           

           



        


        
          
            
              16

            

            
              
              

              
                

              

            

            
              
              

                    

                        Exhibit
                  D      
    

            

          

        

        


        


         

        FORM
          OF OFFICER’S CERTIFICATE

         

        I,
          the
          undersigned, [Chairman of the Board/Chief Executive Officer/President/Vice
          President/Treasurer/Manager] of [Name of Credit Party], a [corporation]
          [limited
          liability company] organized and existing under the laws of the [State
          of
          ________] (the “Company”), do hereby certify on behalf of the Company
          that:

         

        1.           This
          Certificate is furnished pursuant to Section 5.05(a) of the Credit Agreement,
          dated as of July __, 2007, among Genco Shipping & Trading Limited, the
          lenders from time to time party thereto DnB Nor Bank ASA, New York Branch,
          as
          Administrative Agent (such Credit Agreement, as in effect on the date of
          this
          Certificate, being herein called the “Credit
          Agreement”).  Unless otherwise defined herein, capitalized terms
          used in this Certificate shall have the meanings set forth in the Credit
          Agreement.

         

        2.           The
          following named individuals are elected officers of the Company, each holds
          the
          office of the Company set forth opposite his or her name and has held such
          office since _________ __, ____.1  The signature written opposite
          the
          name and title of each such officer is his or her genuine
          signature.

         

                Name2                     Office                    Signature

         

        ______________                                                ___________                                          _____________

         

        ______________                                                ___________                                          _____________

         

        ______________                                                ___________                                          _____________

         

        3.           Attached
          hereto as Exhibit A is a certified copy of the [Certificate of Incorporation]
          [Articles of Incorporation] [Certificate of Formation] [Certificate of
          Limited
          Partnership] [insert other equivalent organizational document] of the Company,
          as filed in the Office of [the Secretary of State of the State of] [insert
          other
          applicable filing office(s)] _________ on ___________, ____, together with
          all
          amendments thereto adopted through the date hereof.

         

        4.           Attached
          hereto as Exhibit B is a true and correct copy of the [By-Laws] [Limited
          Liability Company Agreement] [Limited Partnership Agreement] [insert other
          equivalent organizational document] of the Company which were duly adopted,
          are
          in full force and effect on the date hereof, and have been in effect since
          _____________, ____.

         

         

        
          
            	
                    1

                  	
                    Insert
                      a date prior to the time
                      of any corporate action relating to the Credit Documents or
                      related
                      documentation.

                  


          

           

            
            
              	
                      2

                    	
                      Include
                        name, office and
                        signature of each officer who will sign any Credit Document,
                        including the
                        officer who will sign the certification at the end of this
                        Certificate or
                        related
                        documentation.

                    


            

          

        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Exhibit
          D 

        Page
          2

         

        5.           Attached
          hereto as Exhibit C is a true and correct copy of resolutions which were
          duly
          adopted on __________, 20__ [by unanimous written consent of the [Board
          of
          Directors] [Board of Managers] [Managing Member(s)] of the Company] [by
          a
          meeting of the [Board of Directors] [Managing Member(s)] of the Company
          at which
          a quorum was present and acting throughout], and said resolutions have
          not been
          rescinded, amended or modified.  Except as attached hereto as Exhibit
          C, no resolutions have been adopted by the [Board of Directors] [Managing
          Member(s)] of the Company which deal with the execution, delivery or performance
          of any of the Credit Documents to which the Company is party.

         

        [6.           On
          the date hereof, all of the applicable conditions set forth in Sections
          [5, 6, 7 and 8] of the Credit Agreement have been satisfied.

         

        7.           Attached
          hereto as Exhibit D is a true and correct copy of all Management
          Agreements.

         

        8.           Attached
          hereto as Exhibit E is a true and correct copy of all Service
          Agreements.]3

         

        [6][9].  On
          the date hereof, the representations and warranties contained in the Credit
          Agreement and in the other Credit Documents are true and correct in all
          material
          respects with the same effect as though such representations and warranties
          had
          been made on the date hereof, both before and after giving effect to the
          incurrence of Loans on the date hereof and the application of the proceeds
          thereof, unless stated to relate to a specific earlier date, in which case
          such
          representations and warranties were true and correct in all material respects
          as
          of such earlier date.

         

        [7][10].  On
          the date hereof, no Default or Event of Default has occurred and is continuing
          or would result from the Borrowing to occur on the date hereof or from
          the
          application of the proceeds thereof.

         

        [8][11].  There
          is no proceeding for the dissolution or liquidation of the Company or
          threatening its existence.

         

         

         

         

         

         

          
            	
                    3

                  	
                    Insert
                      only in Officer’s
                      Certificate of the Borrower.

                  


          

           

           

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          Exhibit
            D 

          Page
            3

        

         

        
 

        IN
          WITNESS WHEREOF, I have hereunto on behalf of the Company set my hand this
          ____
          day of ________________, 20__.

         

        [NAME
          OF
          CREDIT PARTY]

         

        By
          ______________________________

             Name:

             Title:

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          Exhibit
            D 

          Page
            4

        

        


        


        I,
          the
          undersigned, [Secretary/Assistant Secretary] [Manager] of the Company,
          do hereby
          certify on behalf of the Company that:

         

        1.           [Name
          of Person making above certifications] is the duly elected and qualified
          [Chairman of the Board/Chief Executive Officer/President/Vice
          President/Treasurer/Manager] of the Company and the signature above is
          his or
          her genuine signature.

         

        2.           The
          certifications made by [name of Person making above certifications] on
          behalf of
          the Company in Items 2, 3, 4, 5 and [8][11] above are true and
          correct.

         

        IN
          WITNESS WHEREOF, I have hereunto on behalf of the Company set my hand this
          ____
          day of _________, 20__.

         

        [NAME
          OF
          CREDIT PARTY]

         

        By
          ______________________________

             Name:

             Title:

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Exhibit
          E

        
           

          
            GUARANTY

             

            GUARANTY,
              dated as of July 20, 2007 (as amended, modified, restated and/or supplemented
              from time to time, this “Guaranty”), made by each of the undersigned guarantors
              (each a “Guarantor” and, together with any other entity that becomes a guarantor
              hereunder pursuant to Section 25 hereof, the “Guarantors”).  Except as
              otherwise defined herein, capitalized terms used herein and defined
              in the
              Credit Agreement (as defined below) shall be used herein as therein
              defined.

             

            WITNESSETH
              :

             

            WHEREAS,
              Genco Shipping & Trading Limited (the “Borrower”), the lenders from time to
              time party thereto (the “Lenders”), DnB Nor Bank ASA, New York Branch, as
              Administrative Agent and as Collateral Agent (in such capacity, together
              with
              any successor Administrative Agent, the “Administrative Agent”), have entered
              into a Credit Agreement, dated as of July 20, 2007 (as amended, modified,
              restated and/or supplemented from time to time, the “Credit Agreement”),
              providing for the making of Loans to the Borrower as contemplated therein
              (the
              Lenders, the Collateral Agent and the Administrative Agent are herein
              called the
“Lender Creditors”);

             

            WHEREAS,
              the Borrower may at any time and from time to time enter into, or guaranty
              the
              obligations of one or more other Guarantors or any of their respective
              Subsidiaries under, one or more Interest Rate Protection Agreements
              or Other
              Hedging Agreements with respect to the Borrower’s obligations under the Credit
              Agreement with respect to the outstanding Loans and/or Commitment from
              time to
              time with one or more Lenders or any affiliate thereof (each such Lender
              or
              affiliate, even if the respective Lender subsequently ceases to be
              a Lender
              under the Credit Agree­ment for any reason, together with such Lender’s or
              affiliate’s successors and assigns, if any, collectively, the “Other Creditors”
and, together with the Lender Creditors, the “Secured Creditors”);

             

            WHEREAS,
              each Guarantor is a direct or indirect Subsidiary of the Borrower;

             

            WHEREAS,
              it is a condition to the making of Loan [in respect of the Capesize
              Vessels]/[Refinancing Loan] and other Loans to the Borrower under the
              Credit
              Agreement that each Guarantor shall have executed and delivered this
              Guaranty;
              and

             

            WHEREAS,
              each Guarantor will obtain benefits from the incurrence of Loans to
              the Borrower
              under the Credit Agreement and the entering into by the Borrower of
              Interest
              Rate Protection Agreements or Other Hedging Agreements and, accordingly,
              desires
              to execute this Guaranty in order to satisfy the conditions described
              in the
              preceding paragraph;

             

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

               

            

            
              Exhibit
                E

            

            page
              2

             

             

            NOW,
              THEREFORE, in consideration of the foregoing and other benefits accruing
              to each
              Guarantor, the receipt and sufficiency of which are hereby acknowledged,
              each
              Guarantor hereby makes the following representations and warranties
              to the
              Secured Creditors and hereby covenants and agrees with each Secured
              Creditor as
              follows:

             

            1.  Each
              Guarantor, jointly and severally, irrevocably, absolutely and unconditionally
              guarantees:  (i) to the Lender Creditors the full and prompt payment
              when due (whether at the stated maturity, by acceleration or otherwise)
              of (x)
              the principal of, premium, if any, and interest on the Notes issued
              by, and the
              Loans made to, the Borrower under the Credit Agreement, and (y) all
              other
              obligations (including obligations which, but for the automatic stay
              under
              Section 362(a) of the Bankruptcy Code, would become due), liabilities
              and
              indebtedness owing by the Borrower to the Lender Creditors (in the
              capacities
              referred to in the definition of Lender Creditors) under the Credit
              Agreement
              and each other Credit Document to which the Borrower is a party (including,
              without limitation, indemnities, fees and interest thereon (including
              any
              interest accruing after the commencement of any bankruptcy, insolvency,
              receivership or similar proceeding at the rate provided for in the
              Credit
              Agreement, whether or not such interest is an allowed claim in any
              such
              proceeding)), whether now existing or hereafter incurred under, arising
              out of
              or in connection with the Credit Agreement and any such other Credit
              Document
              and the due performance and compliance by the Borrower with all of
              the terms,
              conditions and agreements contained in all such Credit Documents (all
              such
              principal, premium, interest, liabilities, indebtedness and obligations
              being
              herein collectively called the “Credit Document Obligations”); and (ii) to each
              Other Creditor the full and prompt payment when due (whether at the
              stated
              maturity, by acceleration or otherwise) of all obligations (including
              obligations which, but for the automatic stay under Section 362(a)
              of the
              Bankruptcy Code, would become due), liabilities and indebtedness (including
              any
              interest accruing after the commencement of any bankruptcy, insolvency,
              receivership or similar proceeding at the rate provided for in the
              respective
              Interest Rate Protection Agreements or Other Hedging Agreements, whether
              or not
              such interest is an allowed claim in any such proceeding) owing by
              the Borrower
              under any Interest Rate Protection Agreement or Other Hedging Agreement
              entered
              into in respect of the Borrower’s obligations with respect to the outstanding
              Loans and/or Commitments from time to time, whether now in existence
              or
              hereafter arising, and the due performance and compliance by the Borrower
              with
              all of the terms, conditions and agreements contained in each such
              Interest Rate
              Protection Agreement and Other Hedging Agreement to which it is a party
              (all
              such obligations, liabilities and indebtedness being herein collectively
              called
              the “Other Obligations” and, together with the Credit Document Obligations, the
“Guaranteed Obligations”).  As used herein, the term “Guaranteed
              Party” shall mean the Borrower party to or as guarantor of any Guarantor or
              its
              Subsidiaries party to any Interest Rate Protection Agreement or Other
              Hedging
              Agreement with an Other Creditor.  Each Guarantor understands, agrees
              and confirms that the Secured Creditors may enforce this Guaranty up
              to the full
              amount of the Guaranteed Obligations against such Guarantor without
              proceeding
              against any other Guarantor, the Borrower, any other Guaranteed Party,
              against
              any security for the Guaranteed Obligations, or under any other guaranty
              covering all or a portion of the Guaranteed Obligations.

             

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

               

            

            
              Exhibit
                E

            

            
              page
                3

            

             

            2.  Additionally,
              each Guarantor, jointly and severally, unconditionally, absolutely
              and
              irrevocably, guarantees the payment of any and all Guaranteed Obligations
              whether or not due or payable by the Borrower or any other Guaranteed
              Party upon
              the occurrence in respect of the Borrower or any such other Guaranteed
              Party of
              any of the events specified in Section 10.05 of the Credit Agreement,
              and
              unconditionally and irrevocably, jointly and severally, promises to
              pay such
              Guaranteed Obligations to the Secured Creditors, or order, on
              demand.  This Guaranty shall constitute a guaranty of payment, and not
              of collection.

             

            3.  The
              liability of each Guarantor hereunder is primary, absolute, joint and
              several,
              and unconditional and is exclusive and independent of any security
              for or other
              guaranty of the indebtedness of the Borrower or any other Guaranteed
              Party
              whether executed by such Guarantor, any other Guarantor, any other
              guarantor or
              by any other party, and the liability of each Guarantor hereunder shall
              not be
              affected or impaired by any circumstance or occurrence whatsoever,
              including,
              without limitation:  (a) any direction as to application of payment by
              the Borrower or any other Guaranteed Party or by any other party, (b)
              any other
              continuing or other guaranty, undertaking or maximum liability of a
              guarantor or
              of any other party as to the Guaranteed Obligations, (c) any payment
              on or in
              reduction of any such other guaranty or undertaking, (d) any dissolution,
              change
              in corporate structure, termination or increase, decrease or change
              in
              personnel, by the Borrower or any other Guaranteed Party, (e) to the
              extent
              permitted by applicable law, any payment made to any Secured Creditor
              on the
              indebtedness which any Secured Creditor repays the Borrower or any
              other
              Guaranteed Party pursuant to court order in any bankruptcy, reorganization,
              arrangement, moratorium or other debtor relief proceeding, and each
              Guarantor
              waives any right to the deferral or modification of its obligations
              hereunder by
              reason of any such proceeding, (f) any action or inaction by the Secured
              Creditors as contemplated in Section 6 hereof or (g) any invalidity,
              irregularity or unenforceability of all or any part of the Guaranteed
              Obligations or of any security therefor, including, without limitation,
              any such
              invalidity, irregularity or unenforceability caused by a change in
              law.

             

            4.  The
              obligations of each Guarantor hereunder are independent of the obligations
              of
              any other Guarantor, any other guarantor, the Borrower or any other
              Guaranteed
              Party, and a separate action or actions may be brought and prosecuted
              against
              each Guarantor whether or not action is brought against any other Guarantor,
              any
              other guarantor, the Borrower or any other Guaranteed Party and whether
              or not
              any other Guarantor, any other guarantor, the Borrower or any other
              Guaranteed
              Party be joined in any such action or actions.  Each Guarantor waives,
              to the fullest extent permitted by law, the benefits of any statute
              of
              limitations affecting its liability hereunder or the enforcement
              thereof.  Any payment by the Borrower or any other Guaranteed Party or
              other circumstance which operates to toll any statute of limitations
              as to the
              Borrower or any other Guaranteed Party shall operate to toll the statute
              of
              limitations as to each Guarantor.

             

            5.  Any
              Secured Creditor may at any time and from time to time without the
              consent of,
              or notice to, any Guarantor, without incurring responsibility to such
              Guarantor,
              without impairing or releasing the obligations of such Guarantor hereunder,
              upon
              or without any terms or conditions and in whole or in part:

             

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

               

            

            
              Exhibit
                E

            

            
              page
                4

            

             

            (a)  change
              the manner, place or terms of payment of, and/or change, increase or
              extend the
              time of payment of, renew or alter, any of the Guaranteed Obligations
              (including
              any increase or decrease in the rate of interest thereon or the principal
              amount
              thereof), any security therefor, or any liability incurred directly
              or
              indirectly in respect thereof, and the guaranty herein made shall apply
              to the
              Guaranteed Obligations as so changed, extended, renewed or altered;

             

            (b)  take
              and hold security for the payment of the Guaranteed Obligations and
              sell,
              exchange, release, surrender, impair, realize upon or otherwise deal
              with in any
              manner and in any order any property by whomsoever at any time pledged
              or
              mortgaged to secure, or howsoever securing, the Guaranteed Obligations
              or any
              liabilities (including any of those hereunder) incurred directly or
              indirectly
              in respect thereof or hereof, and/or any offset there against;

             

            (c)  exercise
              or refrain from exercising any rights against the Borrower, any
              other  Guaranteed Party, any other Credit Party, any Subsidiary
              thereof or otherwise act or refrain from acting;

             

            (d)  release
              or substitute any one or more endorsers, Guarantors, other guarantors,
              the
              Borrower, any other Guaranteed Party, or other obligors;

             

            (e)  settle
              or compromise any of the Guaranteed Obligations, any security therefor
              or any
              liability (including any of those hereunder) incurred directly or indirectly
              in
              respect thereof or hereof, and may subordinate the payment of all or
              any part
              thereof to the payment of any liability (whether due or not) of the
              Borrower or
              any other Guaranteed Party to creditors of the Borrower or such other
              Guaranteed
              Party other than the Secured Creditors;

             

            (f)  apply
              any sums by whomsoever paid or howsoever realized to any liability
              or
              liabilities of the Borrower or any other Guaranteed Party to the Secured
              Creditors regardless of what liabilities of the Borrower or such other
              Guaranteed Party remain unpaid;

             

            (g)  consent
              to or waive any breach of, or any act, omission or default under, any
              of the
              Interest Rate Protection Agreements or Other Hedging Agreements, the
              Credit
              Documents or any of the instruments or agreements referred to therein,
              or
              otherwise amend, modify or supplement (in accordance with their terms)
              any of
              the Interest Rate Protection Agreements or Other Hedging Agreements,
              the Credit
              Documents or any of such other instruments or agreements;

             

            (h)  act
              or fail to act in any manner which may deprive such Guarantor of its
              right to
              subrogation against the Borrower or any other Guaranteed Party to recover
              full
              indemnity for any payments made pursuant to this Guaranty; and/or

             

            (i)  take
              any other action which would, under otherwise applicable principles
              of common
              law, give rise to a legal or equitable discharge of such Guarantor
              from its
              liabilities under this Guaranty.

             

            6.  This
              Guaranty is a continuing one and all liabilities to which it applies
              or may
              apply under the terms hereof shall be conclusively presumed to have
              been created
              in reliance

             

             

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

               

            

            
              Exhibit
                E

            

            
              page
                5

            

             

            hereon.  No
              failure or delay on the part of any Secured Creditor in exercising
              any right,
              power or privilege hereunder shall operate as a waiver thereof, nor
              shall any
              single or partial exercise of any right, power or privilege hereunder
              preclude
              any other or further exercise thereof or the exercise of any other
              right, power
              or privilege hereunder.  The rights and remedies herein expressly
              specified are cumulative and not exclusive of any rights or remedies
              which any
              Secured Creditor would otherwise have hereunder.  No notice to or
              demand on any Guarantor in any case shall entitle such Guarantor to
              any other
              further notice or demand in similar or other circumstances or constitute
              a
              waiver of the rights of any Secured Creditor to any other or further
              action in
              any circumstances without notice or demand.  It is not necessary for
              any Secured Creditor to inquire into the capacity or powers of the
              Borrower or
              any other Guaranteed Party or the officers, directors, partners or
              agents acting
              or purporting to act on its or their behalf, and any indebtedness made
              or
              created in reliance upon the professed exercise of such powers shall
              be
              guaranteed hereunder.

             

            7.  Any
              indebtedness of the Borrower or any other Guaranteed Party now or hereafter
              held
              by any Guarantor is hereby subordinated to the indebtedness of the
              Borrower or
              such other Guaranteed Party to the Secured Creditors, and such indebtedness
              of
              the Borrower or such other Guaranteed Party to any Guarantor, if the
              Administrative Agent or the Collateral Agent, after the occurrence
              and during
              the continuance of an Event of Default, so requests, shall be collected,
              enforced and received by such Guarantor as trustee for the Secured
              Creditors and
              be paid over to the Secured Creditors on account of the indebtedness
              of the
              Borrower or the other Guaranteed Parties to the Secured Creditors,
              but without
              affecting or impairing in any manner the liability of such Guarantor
              under the
              other provisions of this Guaranty.  Without limiting the generality of
              the foregoing, each Guarantor hereby agrees with the Secured Creditors
              that it
              will not exercise any right of subrogation which it may at any time
              otherwise
              have as a result of this Guaranty (whether contractual, under Section
              509 of the
              Bankruptcy Code or otherwise) until all Guaranteed Obligations have
              been
              irrevocably paid in full in cash.

             

            8.  (a)  Each
              Guarantor waives any right (except as shall be required by applicable
              law and
              cannot be waived) to require the Secured Creditors to:  (i) proceed
              against the Borrower, any other Guaranteed Party, any other Guarantor,
              any other
              guarantor of the Guaranteed Obligations or any other party; (ii) proceed
              against
              or exhaust any security held from the Borrower, any other Guaranteed
              Party, any
              other Guarantor, any other guarantor of the Guaranteed Obligations
              or any other
              party; or (iii) pursue any other remedy in the Secured Creditors’ power
              whatsoever.  Each Guarantor waives any defense based on or arising out
              of any defense of the Borrower, any other Guaranteed Party, any other
              Guarantor,
              any other guarantor of the Guaranteed Obligations or any other party
              other than
              payment in full of the Guaranteed Obligations, including, without limitation,
              any defense based on or arising out of the disability of the Borrower,
              any other
              Guaranteed Party, any other Guarantor, any other guarantor of the Guaranteed
              Obligations or any other party, or the unenforceability of the Guaranteed
              Obligations or any part thereof from any cause, or the cessation from
              any cause
              of the liability of the Borrower or any other Guaranteed Party other
              than
              payment in full of the Guaranteed Obligations.  The Secured Creditors
              may, at their election, foreclose on any security held by the Administrative
              Agent, the Collateral Agent or the other Secured Creditors by one or
              more
              judicial or nonjudicial sales, whether or not every aspect of any such
              sale is
              commercially

             

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

               

            

            
              Exhibit
                E

            

            page
              6


             

            reasonable,
              or exercise any other right or remedy the Secured Creditors may have
              against the
              Borrower, any other Guaranteed Party or any other party, or any security,
              without affecting or impairing in any way the liability of any Guarantor
              hereunder except to the extent the Guaranteed Obligations have been
              paid in full
              in cash.  Each Guarantor waives any defense arising out of any such
              election by the Secured Creditors, even though such election operates
              to impair
              or extinguish any right of reimbursement or subrogation or other right
              or remedy
              of such Guarantor against the Borrower, any other Guaranteed Party
              or any other
              party or any security.

             

            (b)  Each
              Guarantor waives all presentments, promptness, diligence, demands for
              performance, protests and notices, including, without limitation, notices
              of
              nonperformance, notices of protest, notices of dishonor, notices of
              acceptance
              of this Guaranty, and notices of the existence, creation or incurring
              of new or
              additional indebtedness.  Each Guarantor assumes all responsibility
              for being and keeping itself informed of the Borrower’s and each other
              Guaranteed Party’s financial condition and assets, and of all other
              circumstances bearing upon the risk of nonpayment of the Guaranteed
              Obligations
              and the nature, scope and extent of the risks which such Guarantor
              assumes and
              incurs hereunder, and agrees that the Secured Creditors shall have
              no duty to
              advise any Guarantor of information known to them regarding such circumstances
              or risks.

             

            Each
              Guarantor warrants and agrees that each of the waivers set forth above
              in this
              Section 8 is made with full knowledge of its significance and consequences
              and
              that if any of such waivers are determined to be contrary to any applicable
              law
              or public policy, such waivers shall be effective only to the maximum
              extent
              permitted by law.

             

            9.  
              (a)      The Secured Creditors agree that this
              Guaranty may be enforced only by the action of the Administrative Agent
              or the
              Collateral Agent, in each case acting upon the instructions of the
              Lenders (or,
              after the date on which all Credit Document Obligations have been paid
              in full,
              the holders of at least a majority of the outstanding Other Obligations)
              and
              that no other Secured Creditors shall have any right individually to
              seek to
              enforce or to enforce this Guaranty, it being understood and agreed
              that such
              rights and remedies may be exercised by the Administrative Agent or
              the
              Collateral Agent or, after all the Credit Document Obligations have
              been paid in
              full, by the holders of at least a majority of the outstanding Other
              Obligations, as the case may be, for the benefit of the Secured Creditors
              upon
              the terms of this Guaranty.  The Secured Creditors further agree that
              this Guaranty may not be enforced against any director, officer, employee,
              partner, member or stockholder of any Guarantor (except to the extent
              such
              partner, member or stockholder is also a Guarantor hereunder).

             

                 
              (b)     The Administrative Agent and Collateral Agent
              will hold in accordance with this Guaranty all collateral at any time
              received
              under this Guaranty.  It is expressly understood and agreed by each
              Secured Creditor that by accepting the benefits of this Guaranty each
              such
              Secured Creditor acknowledges and agrees that the obligations of the
              Administrative Agent and Collateral Agent as enforcer of this Guaranty
              and
              interests herein are only those expressly set forth in this Guaranty
              and in
              Section 12 of the Credit Agreement.  The Administrative Agent and the
              Collateral Agent shall act hereunder on the terms and conditions set
              forth
              herein and in Section 12 of the Credit Agreement.

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

               

            

            
              Exhibit
                E

            

            page
              7

             

            10.  In
              order to induce the Lenders to make Loans to the Borrower pursuant
              to the Credit
              Agreement, and in order to induce the Other Creditors to execute, deliver
              and
              perform the Interest Rate Protection Agreements and Other Hedging Agreements,
              each Guarantor represents, warrants and covenants that:

             

            (a)  Such
              Guarantor (i) is a duly organized and validly existing corporation,
              limited
              partnership or limited liability company, as the case may be, in good
              standing
              under the laws of the jurisdiction of its incorporation or formation,
              (ii) has
              the corporate or other applicable power and authority, as the case
              may be, to
              own its property and assets and to transact the business in which it
              is
              currently engaged and presently proposes to engage and (iii) is duly
              qualified
              and is authorized to do business and is in good standing in each jurisdiction
              where the conduct of its business as currently conducted requires such
              qualification, except for failures to be so qualified which, individually
              or in
              the aggregate, could not reasonably be expected to have a Material
              Adverse
              Effect.

             

            (b)  Such
              Guarantor has the corporate or other applicable power and authority
              to execute,
              deliver and perform the terms and provisions of this Guaranty and each
              other
              Credit Document to which it is a party and has taken all necessary
              corporate or
              other applicable action to authorize the execution, delivery and performance
              by
              it of this Guaranty and each such other Credit Document.  Such
              Guarantor has duly executed and delivered this Guaranty and each other
              Credit
              Document to which it is a party, and this Guaranty and each such other
              Credit
              Document constitutes the legal, valid and binding obligation of such
              Guarantor
              enforceable against such Guarantor in accordance with its terms, except
              to the
              extent that the enforceability hereof or thereof may be limited by
              applicable
              bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
              or
              other similar laws generally affecting creditors’ rights and by equitable
              principles (regardless of whether enforcement is sought in equity or
              at
              law).

             

            (c)  Neither
              the execution, delivery or performance by such Guarantor of this Guaranty
              or any
              other Credit Document to which it is a party, nor compliance by it
              with the
              terms and provisions hereof and thereof, will (i) contravene any provision
              of
              any applicable law, statute, rule or regulation or any applicable order,
              writ,
              injunction or decree of any court or governmental instrumentality,
              (ii) conflict
              with or result in any breach of any of the terms, covenants, conditions
              or
              provisions of, or constitute a default under, or result in the creation
              or
              imposition of (or the obligation to create or impose) any Lien (except
              pursuant
              to the Security Documents) upon any of the material properties or assets
              of such
              Guarantor or any of its Subsidiaries pursuant to the terms of any indenture,
              mortgage, deed of trust, loan agreement or credit agreement, or any
              other
              material agreement, contract or instrument, to which such Guarantor
              or any of
              its Subsidiaries is a party or by which it or any of its material property
              or
              assets is bound or to which it may be subject or (iii) violate any
              provision of
              the Certificate of Incorporation or By-Laws (or equivalent organizational
              documents) of such Guarantor or any of its Subsidiaries.

             

            (d)  No
              order, consent, approval, license, authorization or validation of,
              or filing,
              recording or registration with (except as have been obtained or made
              or, in the
              case of any filings or recordings of the Security Documents (other
              than the
              Vessel Mortgages) executed on or before 

             

             

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

               

            

            
              Exhibit
                E

            

            page
              8

             

             

            the
              Initial Borrowing Date, will be made within 10 days of the Initial
              Borrowing
              Date), or exemption by, any governmental or public body or authority,
              or any
              subdivision thereof, is required to authorize, or is required in connection
              with, (i) the execution, delivery and performance of this Guaranty
              by such
              Guarantor or any other Credit Document to which such Guarantor is a
              party or
              (ii) the legality, validity, binding effect or enforceability of this
              Guaranty
              or any other Credit Document to which such Guarantor is a party.

             

            (e)  There
              are no actions, suits, investigations or proceedings pending or, to
              such
              Guarantor’s knowledge, threatened (i) with respect to this Guaranty or any other
              Credit Document to which such Guarantor is a party or (ii) with respect
              to such
              Guarantor or any of its Subsidiaries that, either individually or in
              the
              aggregate, could reasonably be expected to have a Material Adverse
              Effect.

             

            11.  Each
              Guarantor covenants and agrees that on and after the Effective Date
              and until
              the termination of the Commitments and all Interest Rate Protection
              Agreements
              and Other Hedging Agreements entered into with respect to the Loans
              and until
              such time as no Term Notes and no Revolving Notes remain outstanding
              and all
              Guaranteed Obligations have been paid in full, such Guarantor will
              comply, and
              will cause each of its Subsidiaries to comply, with all of the applicable
              provisions, covenants and agreements contained in Sections 8 and 9
              of the Credit
              Agreement, and will take, or will refrain from taking, as the case
              may be, all
              actions that are necessary to be taken or not taken so that it is not
              in
              violation of any provision, covenant or agreement contained in Section
              8 or 9 of
              the Credit Agreement, and so that no Default or Event of Default is
              caused by
              the actions of such Guarantor or any of its Subsidiaries.

             

            12.  The
              Guarantors hereby jointly and severally agree to pay all reasonable
              out-of-pocket costs and expenses of (i) each Secured Creditor in connection
              with
              the enforcement of this Guaranty (including, without limitation, the
              reasonable
              fees and disbursements of counsel employed by each Secured Creditor)
              and (ii)
              the Administrative Agent in connection with any amendment, waiver or
              consent
              relating hereto (including, without limitation, the reasonable fees
              and
              disbursements of counsel employed by the Administrative Agent).

             

            13.  This
              Guaranty shall be binding upon each Guarantor and its successors and
              assigns and
              shall inure to the benefit of the Secured Creditors and their successors
              and
              assigns.

             

            14.  Neither
              this Guaranty nor any provision hereof may be changed, waived, discharged
              or
              terminated except with the written consent of each Guarantor directly
              affected
              thereby and with the written consent of (x) the Administrative Agent
              (or, to the
              extent required by Section 13.12 of the Credit Agreement, with the
              written
              consent of the Required Lenders) at all times prior to the time on
              which all
              Credit Document Obligations have been paid in full or (y) the holders
              of at
              least a majority of the outstanding Other Obligations at all times
              after the
              time on which all Credit Document Obligations have been paid in full;
              provided, that any change, waiver, modification or variance affecting
              the
              rights and benefits of a single Class (as defined below) of Secured
              Creditors
              (and not all Secured Creditors in a like or similar manner) shall also
              require
              the written consent of the Requisite Creditors (as defined below) of
              such Class
              of Secured Creditors (it being understood that the addition or release
              of any
              Guarantor hereunder

             

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

               

            

            
              Exhibit
                E

            

            
              page
                9

            

             

            shall
              not
              constitute a change, waiver, discharge or termination affecting any
              Guarantor
              other than the Guarantor so added or released).  For the purpose of
              this Guaranty, the term “Class” shall mean each class of Secured Creditors,
i.e., whether (x) the Lender Creditors as holders of the Credit
              Document
              Obligations or (y) the Other Creditors as the holders of the Other
              Obligations.  For the purpose of this Guaranty, the term “Requisite
              Creditors” of any Class shall mean (x) with respect to the Credit Document
              Obligations, the Required Lenders (or, to the extent required by Section
              13.12
              of the Credit Agreement, each Lender) and (y) with respect to the Other
              Obligations, the holders of at least a majority of all obligations
              outstanding
              from time to time under the Interest Rate Protection Agreements and
              Other
              Hedging Agreements entered into with respect to the Loans (and/or the
              Commitments).

             

            15.  Each
              Guarantor acknowledges that an executed (or conformed) copy of each
              of the
              Credit Documents and each existing Interest Rate Protection Agreements
              or Other
              Hedging Agreements has been made available to a senior officer of such
              Guarantor
              and such officer is familiar with the contents thereof.

             

            16.  In
              addition to any rights now or hereafter granted under applicable law
              (including,
              without limitation, Section 151 of the New York Debtor and Secured
              Creditor Law)
              and not by way of limitation of any such rights, upon the occurrence
              and during
              the continuance of an Event of Default (such term to mean and include
              any “Event
              of Default” as defined in the Credit Agreement and any payment default under any
              Interest Rate Protection Agreement or Other Hedging Agreement continuing
              after
              any applicable grace period), each Secured Creditor is hereby authorized,
              at any
              time or from time to time, without notice to any Guarantor or to any
              other
              Person, any such notice being expressly waived, to set off and to appropriate
              and apply any and all deposits (general or special) and any other indebtedness
              at any time held or owing by such Secured Creditor to or for the credit
              or the
              account of such Guarantor, against and on account of the obligations
              and
              liabilities of such Guarantor to such Secured Creditor under this Guaranty,
              irrespective of whether or not such Secured Creditor shall have made
              any demand
              hereunder and although said obligations, liabilities, deposits or claims,
              or any
              of them, shall be contingent or unmatured.

             

            17.  Except
              as otherwise expressly provided herein, all notices and other communications
              provided for hereunder shall be in writing (including telexed, telegraphic
              or
              telecopier communication) and mailed, telexed, telecopied or
              delivered:  if to any Guarantor, at c/o Genco Ship Management LLC., as
              agent, 35 West 56th
              Street, New York,
              New York 10019; if to any Secured Creditor, at its address specified
              opposite
              its name on Schedule II to the Credit Agreement; and if to the Administrative
              Agent, at its address specified opposite its name on Schedule II to
              the Credit
              Agreement; or, as to any other Credit Party, at such other address
              as shall be
              designated by such party in a written notice to the other parties hereto
              and, as
              to each Secured Creditor, at such other address as shall be designated
              by such
              Secured Creditor in a written notice to the Borrower and the Administrative
              Agent.  All such notices and communications shall, (i) when mailed, be
              effective three Business Days after being deposited in the mails, prepaid
              and
              properly addressed for delivery, (ii) when sent by overnight courier,
              be
              effective one Business Day after delivery to the overnight courier
              prepaid and
              properly addressed for delivery on such next Business Day, or (iii)
              when sent by
              telex or telecopier, be effective 

             

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              Exhibit
                E

            

            
              page
                10

            

             

            when
              sent
              by telex or telecopier, except that notices and communications to the
              Administrative Agent or any Guarantor shall not be effective until
              received by
              the Administrative Agent or such Guarantor, as the case may be.

            


            18.  If
              claim is ever made upon any Secured Creditor for repayment or recovery
              of any
              amount or amounts received in payment or on account of any of the Guaranteed
              Obligations and any of the aforesaid payees repays all or part of said
              amount by
              reason of (i) any judgment, decree or order of any court or administrative
              body
              having jurisdiction over such payee or any of its property or (ii)
              any
              settlement or compromise of any such claim effected by such payee with
              any such
              claimant (including the Borrower or any other Guaranteed Party) then
              and in such
              event each Guarantor agrees that any such judgment, decree, order,
              settlement or
              compromise shall be binding upon such Guarantor, notwithstanding any
              revocation
              hereof or other instrument evidencing any liability of the Borrower
              or any other
              Guaranteed Party, and such Guarantor shall be and remain liable to
              the aforesaid
              payees hereunder for the amount so repaid or recovered to the same
              extent as if
              such amount had never originally been received by any such payee.

             

            19.  (a)  THIS
              SUBSIDIARIES GUARANTY AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS
              AND
              OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL, EXCEPT AS
              OTHERWISE
              PROVIDED IN CERTAIN OF THE VESSEL MORTGAGES, BE CONSTRUED IN ACCORDANCE
              WITH AND
              BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS
              CONFLICT
              OF LAWS RULES (OTHER THAN TITLE 14 OF ARTICLE 5 OF THE GENERAL OBLIGATIONS
              LAW).  Any legal action or proceeding with respect to this
              Guaranty or any other Credit Document to which any Guarantor is a party
              may be
              brought in the courts of the State of New York or of the United States
              of
              America for the Southern District of New York in each case which are
              located in
              the City of New York, and, by execution and delivery of this Guaranty,
              each
              Guarantor hereby irrevocably accepts for itself and in respect of its
              property,
              generally and unconditionally, the jurisdiction of the aforesaid
              courts.  Each Guarantor hereby further irrevocably waives (to the
              fullest extent permitted by applicable law) any claim that any such
              court lacks
              personal jurisdiction over such Guarantor, and agrees not to plead
              or claim in
              any legal action or proceeding with respect to this Guaranty or any
              other Credit
              Document to which such Guarantor is a party brought in any of the aforesaid
              courts that any such court lacks personal jurisdiction over such
              Guarantor.  Each Guarantor further irrevocably consents to the service
              of process out of any of the aforementioned courts in any such action
              or
              proceeding by the mailing of copies thereof by registered or certified
              mail,
              postage prepaid, to such Guarantor at its address set forth in Section
              17
              hereof, such service to become effective 30 days after such
              mailing.  Each Guarantor hereby irrevocably waives (to the fullest
              extent permitted by applicable law) any objection to such service of
              process and
              further irrevocably waives and agrees not to plead or claim in any
              action or
              proceeding commenced hereunder or under any other Credit Document to
              which such
              Guarantor is a party that such service of process was in any way invalid
              or
              ineffective. Nothing herein shall affect the right of any of the Secured
              Creditors to serve process in any other manner permitted by law or
              to commence
              legal proceedings or otherwise proceed against each Guarantor in any
              other
              jurisdiction.

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

               

            

            
              Exhibit
                E

            

            
              page
                11

            

             

            (b)  Each
              Guarantor hereby irrevocably waives (to the fullest extent permitted
              by
              applicable law) any objection which it may now or hereafter have to
              the laying
              of venue of any of the aforesaid actions or proceedings arising out
              of or in
              connection with this Guaranty or any other Credit Document to which
              such
              Guarantor is a party brought in the courts referred to in clause (a)
              above and
              hereby further irrevocably waives (to the fullest extent permitted
              by applicable
              law) and agrees not to plead or claim in any such court that such action
              or
              proceeding brought in any such court has been brought in an inconvenient
              forum.

             

            (c)  EACH
              GUARANTOR AND EACH SECURED CREDITOR (BY ITS ACCEPTANCE OF THE BENEFITS
              OF THIS
              GUARANTY) HEREBY IRREVOC­ABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY
              ACTION, PRO­CEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
              GUARANTY, THE OTHER CREDIT DOCUMENTS TO WHICH SUCH GUARANTOR IS A PARTY
              OR THE
              TRANSACTIONS CONTEMPLATED HERE­BY OR THEREBY.

             

            20.  In
              the event that all of the capital stock or other equity interests of
              one or more
              Guarantors is sold or otherwise disposed of or liquidated in compliance
              with the
              requirements of Section 11.02 of the Credit Agreement (or such sale
              or other
              disposition has been approved in writing by the Required Lenders (or
              all the
              Lenders if required by Section 15.12 of the Credit Agreement)) and
              the proceeds
              of such sale, disposition or liquidation are applied in accordance
              with the
              provisions of the Credit Agreement, to the extent applicable, such
              Guarantor
              shall upon consummation of such sale or other disposition (except to
              the extent
              that such sale or disposition is to the Borrower or another Subsidiary
              thereof)
              be released from this Guaranty automatically and without further action
              and this
              Guaranty shall, as to each such Guarantor or Guarantors, terminate,
              and have no
              further force or effect (it being understood and agreed that the sale
              of one or
              more Persons that own, directly or indirectly, all of the capital stock
              or other
              equity interests of any Guarantor shall be deemed to be a sale of such
              Guarantor
              for the purposes of this Section 20).

             

            21.  At
              any time a payment in respect of the Guaranteed Obligations is made
              under this
              Guaranty, the right of contribution of each Guarantor against each
              other
              Guarantor shall be determined as provided in the immediately following
              sentence,
              with the right of contribution of each Guarantor to be revised and
              restated as
              of each date on which a payment (a “Relevant Payment”) is made on the Guaranteed
              Obligations under this Guaranty.  At any time that a Relevant Payment
              is made by a Guarantor that results in the aggregate payments made
              by such
              Guarantor in respect of the Guaranteed Obligations to and including
              the date of
              the Relevant Payment exceeding such Guarantor’s Contribution Percentage (as
              defined below) of the aggregate payments made by all Guarantors in
              respect of
              the Guaranteed Obligations to and including the date of the Relevant
              Payment
              (such excess, the “Aggregate Excess Amount”), each such Guarantor shall have a
              right of contribution against each other Guarantor who has made payments
              in
              respect of the Guaranteed Obligations to and including the date of
              the Relevant
              Payment in an aggregate amount less than such other Guarantor’s Contribution
              Percentage of the aggregate payments made to and including the date
              of the
              Relevant Payment by all Guarantors in respect of the Guaranteed Obligations
              (the
              aggregate amount of such deficit, the “Aggregate Deficit Amount”) in an amount
              equal to (x) a fraction the numerator of which is the Aggregate

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

               

            

            
              Exhibit
                E

            

            
              page
                12

            

             

            Excess
              Amount of such Guarantor and the denominator of which is the Aggregate
              Excess
              Amount of all Guarantors multiplied by (y) the Aggregate Deficit Amount
              of such
              other Guarantor.  A Guarantor’s right of contribution pursuant to the
              preceding sentences shall arise at the time of each computation, subject
              to
              adjustment to the time of each computation; provided, that no Guarantor
              may take any action to enforce such right until the Guaranteed Obligations
              have
              been paid in full in cash, it being expressly recognized and agreed
              by all
              parties hereto that any Guarantor’s right of contribution arising pursuant to
              this Section 21 against any other Guarantor shall be expressly junior
              and
              subordinate to such other Guarantor’s obligations and liabilities in respect of
              the Guaranteed Obligations and any other obligations owing under this
              Guaranty.  As used in this Section 21:  (i) each Guarantor’s
“Contribution Percentage” shall mean the percentage obtained by dividing (x) the
              Adjusted Net Worth (as defined below) of such Guarantor by (y) the
              aggregate
              Adjusted Net Worth of all Guarantors; (ii) the “Adjusted Net Worth” of each
              Guarantor shall mean the greater of (x) the Net Worth (as defined below)
              of such
              Guarantor and (y) zero; and (iii) the “Net Worth” of each Guarantor shall mean
              the amount by which the fair saleable value of such Guarantor’s assets on the
              date of any Relevant Payment exceeds its existing debts and other liabilities
              (including contingent liabilities, but without giving effect to any
              Guaranteed
              Obligations arising under this Guaranty or any guaranteed obligations
              arising
              under any guaranty of the Senior Notes) on such date.  All parties
              hereto recognize and agree that, except for any right of contribution
              arising
              pursuant to this Section 21, each Guarantor who makes any payment in
              respect of
              the Guaranteed Obligations shall have no right of contribution or subrogation
              against any other Guarantor in respect of such payment until all of
              the
              Guaranteed Obligations have been irrevocably paid in full in
              cash.  Each of the Guarantors recognizes and acknowledges that the
              rights to contribution arising hereunder shall constitute an asset
              in favor of
              the party entitled to such contribution.  In this connection, each
              Guarantor has the right to waive its contribution right against any
              Guarantor to
              the extent that after giving effect to such waiver such Guarantor would
              remain
              solvent, in the determination of the Required Lenders.

             

            22.  Each
              Guarantor and each Secured Creditor (by its acceptance of the benefits
              of this
              Guaranty) hereby confirms that it is its intention that this Guaranty
              not
              constitute a fraudulent transfer or conveyance for purposes of the
              Bankruptcy
              Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
              Transfer Act
              or any similar Federal, state or other law.  To effectuate the
              foregoing intention, each Guarantor and each Secured Creditor (by its
              acceptance
              of the benefits of this Guaranty) hereby irrevocably agrees that the
              Guaranteed
              Obligations guaranteed by such Guarantor shall be limited to such amount
              as
              will, after giving effect to such maximum amount and all other (contingent
              or
              otherwise) liabilities of such Guarantor that are relevant under such
              laws and
              after giving effect to any rights to contribution pursuant to any agreement
              providing for an equitable contribution among such Guarantor and the
              other
              Guarantors, result in the Guaranteed Obligations of such Guarantor
              in respect of
              such maximum amount not constituting a fraudulent transfer or
              conveyance.

             

            23.  This
              Guaranty may be executed in any number of counterparts and by the different
              parties hereto on separate counterparts, each of which when so executed
              and
              delivered shall be an original (including if delivered by facsimile
              transmission), but all of which shall 

             

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

               

            

            
              Exhibit
                E

            

            page
              13

             

             

            together
              constitute one and the same instrument.  A set of counterparts
              executed by all the parties hereto shall be lodged with the Guarantors
              and the
              Administrative Agent.

             

            24.  (a)
              All payments made by any Guarantor hereunder will be made without setoff,
              counterclaim or other defense, will be made in the currency or currencies
              in
              which the respective Guaranteed Obligations are then due and payable
              and will be
              made on the same basis as payments are made by the Borrower under Sections
              4.04
              and 4.05 of the Credit Agreement.

             

            (b)
              The
              Guarantors’ obligations hereunder to make payments in the respective currency or
              currencies in which the respective Guaranteed Obligations are required
              to be
              paid (such currency being herein called the “Obligation Currency”) shall not be
              discharged or satisfied by any tender or recovery pursuant to any judgment
              expressed in or converted into any currency other than the Obligation
              Currency,
              except to the extent that such tender or recovery results in the effective
              receipt by the Administrative Agent, the Collateral Agent or the respective
              other Secured Creditor of the full amount of the Obligation Currency
              expressed
              to be payable to the Administrative Agent, the Collateral Agent or
              such other
              Secured Creditor under this Guaranty or the other Credit Documents
              or any
              Interest Rate Protection Agreement or Other Hedging Agreement, as
              applicable.  If for the purpose of obtaining or enforcing judgment
              against any Guarantor in any court or in any jurisdiction, it becomes
              necessary
              to convert into or from any currency other than the Obligation Currency
              (such
              other currency being hereinafter referred to as the “Judgment Currency”) an
              amount due in the Obligation Currency, the conversion shall be made,
              at the rate
              of exchange (quoted by the Administrative Agent, determined, in each
              case, as of
              the date immediately preceding the day on which the judgment is given
              (such
              Business Day being hereinafter referred to as the “Judgment Currency Conversion
              Date”).

             

            (c)  If
              there is a change in the rate of exchange prevailing between the Judgment
              Currency Conversion Date and the date of actual payment of the amount
              due, the
              Guarantors jointly and severally covenant and agree to pay, or cause
              to be paid,
              such additional amounts, if any (but in any event not a lesser amount),
              as may
              be necessary to ensure that the amount paid in the Judgment Currency,
              when
              converted at the rate of exchange prevailing on the date of payment,
              will
              produce the amount of the Obligation Currency which could have been
              purchased
              with the amount of Judgment Currency stipulated in the judgment or
              judicial
              award at the rate or exchange prevailing on the Judgment Currency Conversion
              Date.

             

            (d)  For
              purposes of determining the Relevant Currency Equivalent or any other
              rate of
              exchange for this Section 24, such amounts shall include any premium
              and costs
              payable in connection with the purchase of the Obligation Currency.

             

            25.  It
              is understood and agreed that any Subsidiary of the Borrower that is
              required to
              execute a counterpart of this Guaranty after the date hereof pursuant
              to the
              Credit Agreement shall automatically become a Guarantor hereunder by
              executing a
              counterpart hereof and/or a Subsidiary assumption agreement, in each
              case in
              form and substance satisfactory to the Administrative Agent, and delivering
              the
              same to the Administrative Agent.

             

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

               

            

            
              Exhibit
                E

            

            page
              14


             

            IN
              WITNESS WHEREOF, each Guarantor has caused this Guaranty to be executed
              and
              delivered as of the date first above written.

             

                                                                        [                                  
              ]

                                                                        as
              Guarantors

             

             

             

                                                                                   
              By:__________________________

                                                                                 
              Name:

                                                                                         
              Title:

             

             

            
              	
                       

                    	
                      DNB
                        NOR BANK ASA,

                    


            

            
              	
                    	
                       

                    	
                      NEW
                        YORK BRANCH

                    


            

            


            
              	
                      By:__________________________

                    	 


            

            
              	
                       

                    	
                      Name:

                    


            

            
              	
                       

                    	
                      Title:

                    


            

             

             

            
              	
                      By:__________________________

                    	 	 


            

            
              	
                       

                    	
                      Name:

                    


            

            
              	
                       

                    	
                      Title:

                    


            

             

          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Exhibit
          F

        
           

           

          PLEDGE
            AND SECURITY AGREEMENT

           

          PLEDGE
            AND SECURITY AGREEMENT (as amended, modified, restated and/or supplemented
            from
            time to time, this “Agreement”), dated as of July 20, 2007, made by each
            of the undersigned pledgors (each a “Pledgor” and, together with any
            other entity that becomes a pledgor hereunder pursuant to Section 25
            hereof, the
“Pledgors”) to DNB NOR BANK ASA, New York Branch, as collateral agent (in
            such capacity, together with any successor collateral agent, the
“Pledgee”), for the benefit of the Secured Creditors (as defined below)
            and NORDEA BANK FINLAND PLC, New York Branch, as Deposit Account Bank
            (in such
            capacity, as the “Deposit Account Bank”).

           

          W
            I T
            N E S S E T H :

           

          WHEREAS,
            Genco Shipping & Trading Limited (the “Borrower”), the various
            lenders from time to time party thereto (the “Lenders”) and DnB Nor Bank
            ASA, New York Branch, as Administrative Agent and Collateral Agent (in
            such
            capacity, together with any successor Administrative Agent, the
“Administrative Agent”), have entered into a Credit Agreement, dated as
            of July 20, 2007 (as amended, modified, restated and/or supplemented
            from time
            to time, the “Credit Agreement”), providing for the making of Loans to
            the Borrower as contemplated therein (the Lenders holding from to time
            outstanding Loans (and/or Loan Commitments), the Administrative Agent
            and each
            Pledgee, in each of the aforementioned capacities, are herein called
            the
“Lender Creditors”);

           

          WHEREAS,
            pursuant to Section 1.2 hereof, each applicable Pledgor and the Deposit
            Account
            Bank are entering into the Control Agreement attached hereto as Annex
            H
            simultaneously herewith;

           

          WHEREAS,
            the Borrower may at any time and from time to time after the date hereof
            enter
            into, or guaranty the obligations of one or more other Pledgors or any
            of their
            respective Subsidiaries under, one or more Interest Rate Protection Agreements
            or Other Hedging Agreements with respect to the Borrower’s obligations under the
            Credit Agreement with respect to the outstanding Loans and/or Commitments
            from
            time to time with one or more Lenders or any affiliate thereof (each
            such Lender
            or affiliate, even if the respective Lender subsequently ceases to be
            a Lender
            under the Credit Agreement for any reason, together with such Lender's
            or
            affiliate's successors and assigns, if any, collectively, the “Other
            Creditors” and, together with the Lenders holding from to time outstanding
            Loans (and/or Commitments), are herein called the “Secured
            Creditors”);

           

          WHEREAS,
            it is a condition precedent to the making of the Loans to the Borrower
            under the
            Credit Agreement that each Pledgor shall have executed and delivered
            to the
            Pledgee this Agreement; and

           

          WHEREAS,
            each Pledgor desires to enter into this Agreement in order to satisfy
            the
            condition described in the preceding paragraph;

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            
              Exhibit
                F

            

            page
              2

          

           

          NOW,
            THEREFORE, in consideration of the foregoing and other benefits accruing
            to each
            Pledgor, the receipt and sufficiency of which are hereby acknowledged,
            each
            Pledgor hereby makes the following representations and warranties to
            the Pledgee
            for the benefit of the Secured Creditors and hereby covenants and agrees
            with
            the Pledgee for the benefit of the Secured Creditors as follows:

           

          1.  SECURITY
            FOR OBLIGATIONS; ESTABLISHMENT OF OPERATING ACCOUNT.

           

          1.1.
            Security.  This Agreement is made by each Pledgor for the
            benefit of the Secured Creditors to secure:

           

                        (i)the
            full and prompt payment when due
            (whether at the stated maturity, by acceleration or otherwise) of all
            obligations, liabilities and indebtedness (including, without limitation,
            principal, premium, interest, fees and indemnities (including, without
            limitation, all interest that accrues after the commencement of any case,
            proceeding or other action relating to the bankruptcy, insolvency,
            reorganization or similar proceeding of any Pledgor at the rate provided
            for in
            the respective documentation, whether or not a claim for post-petition
            interest
            is allowed in any such proceeding)) of such Pledgor to the Lender Creditors
            whether now existing or hereafter incurred under, arising out of, or
            in
            connection with, the Credit Agreement and the other Credit Documents
            to which
            such Pledgor is a party (including, in the case of each Pledgor that
            is a
            Subsidiary Guarantor, all such obligations, liabilities and indebtedness
            of such
            Pledgor under the Subsidiaries Guaranty) and the due performance and
            compliance
            by such Pledgor with all of the terms, conditions and agreements contained
            in
            the Credit Agreement and in such other Credit Documents (all such obligations,
            liabilities and indebtedness under this clause (i), except to the extent
            consisting of obligations, liabilities or indebtedness with respect to
            Interest
            Rate Protection Agreements or Other Hedging Agreements, being herein
            collec­tively called the “Credit Document Obligations”);

           

                        (ii)the
            full and prompt payment when due
            (whether at the stated maturity, by acceleration or otherwise) of all
            obligations, liabilities and indebtedness (including, without limitation,
            all
            interest that accrues after the commencement of any case, proceeding
            or other
            action relating to the bankruptcy, insolvency, reorganization or similar
            proceeding of any Pledgor at the rate provided for in the respective
            documentation, whether or not a claim for post-petition interest is allowed
            in
            any such proceeding) owing by such Pledgor to the Other Creditors under,
            or with
            respect to (including, in the case of each Pledgor that is a Subsidiary
            Guarantor, all such obligations, liabilities and indebtedness of such
            Pledgor
            under the Subsidiaries Guaranty), any Interest Rate Protection Agreement
            or
            Other Hedging Agreement entered into in respect of the Borrower’s obligations
            with respect to the outstanding Loans and/or Commitments from time to
            time,
            whether such Interest Rate Protection Agreement or Other Hedging Agreement
            is
            now in existence or hereafter arising, and the due performance and compliance
            by
            such Pledgor with all of the terms, conditions and agreements contained
            therein
            (all such obligations, liabilities and indebtedness described in this
            clause
            (ii) being herein collectively called the “Other
            Obligations”);

           

          (iii)any
            and all sums advanced by the Pledgee in
            order to preserve the Collateral (as hereinafter defined) or preserve
            its
            security interest in the Collateral;

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            
              Exhibit
                F

            

            page
              3

                          

          

           

                        (iv)in
            the event of any proceeding for the
            collection or enforcement of any indebtedness, obligations or liabilities
            of
            such Pledgor referred to in clauses (i) and (ii) above, after an Event
            of
            Default shall have occurred and be continuing, the reasonable expenses
            of
            retaking, holding, preparing for sale or lease, selling or otherwise
            disposing
            of or realizing on the Collateral, or of any exercise by the Pledgee
            of its
            rights hereunder, together with reasonable attorneys’ fees and court costs;
            and

           

                        (v)all
            amounts paid by any Secured
            Creditor as to which such Secured Creditor has the right to reimbursement
            under
            Section 11 of this Agreement;

           

          all
            such
            obligations, liabilities, sums and expenses set forth in clauses (i)
            through (v)
            of this Section 1.1 being herein collectively called the “Obligations,”
it being acknowledged and agreed that the “Obligations” shall include
            extensions of credit of the types described above, whether outstanding
            on the
            date of this Agreement or extended from time to time after the date of
            this
            Agreement.

           

          1.2.  Operating
            Accounts; Reserve Accounts.  (a) The relevant Pledgor and the Pledgee
            have established, or shall establish, in the name and for the benefit
            of the
            Pledgee, as agent for the Secured Creditors, the Operating Accounts for
            purposes
            of this Agreement and the other relevant Credit Documents, which Operating
            Accounts are or shall be maintained with the Deposit Account Bank located
            at 437
            Madison Avenue, 21st Floor,
            New York,
            New York 10022 (the “Deposit Account Bank”).  Each relevant
            Pledgor, the Pledgee and the Deposit Account Bank are, simultaneously
            herewith,
            entering into, or shall enter into, the Control Agreement attached hereto
            as
            Annex H (the “Control Agreement”) simultaneously herewith, which
            provides that the Operating Accounts shall be under the control of the
            Pledgee, as agent for the Secured Creditors, and the Pledgee shall have
            the
            right to direct withdrawals from the Operating Accounts and to exercise
            all
            rights with respect to all of the Earnings Collateral (as defined
            below).  All  Earnings Collateral delivered to, or held by
            or on behalf of, the Pledgee pursuant to each of the Assignments of Earnings
            shall be held in the Operating Accounts in accordance with the provisions
            hereof
            and of the Control Agreement.

           

          (b)           Until
            such time as the Collateral Agent shall have delivered a Notice of Exclusive
            Control (as defined in the Control Agreement) (which the Collateral Agent
            agrees
            to do only during the continuance of an Event of Default), the relevant
            Pledgor
            may apply amounts in the Operating Accounts to the payment of operating
            expenses
            and other expenditures permitted under the Credit Agreement of the Borrower
            and
            the other Pledgors.  After the delivery of a Notice of Exclusive
            Control (as defined in the Control Agreement), only the Collateral Agent
            shall
            be entitled to withdraw funds from the Operating Accounts, to give any
            instructions in respect of the Operating Accounts and any funds held
            therein or
            credited thereto or otherwise deal with the Operating Accounts.

           

          2.  DEFINITIONS.
             (a)  Unless otherwise defined herein, all capitalized terms used
            herein and defined in the Credit Agreement shall be used herein as therein
            defined.  Reference to singular terms shall include the plural and
            vice versa.

           

          (b)           The
            following capitalized terms used herein shall have the definitions specified
            below:


           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

             

          

          
            
              Exhibit
                F

            

            page
              4

          

           

          “Administrative
            Agent” has the meaning set forth in the Recitals hereto.

           

          “Adverse
            Claim” has the meaning given such term in Section 8-102(a)(1) of the
            UCC.

           

          “Agreement”
            has the meaning set forth in the first paragraph hereof.

           

          “Borrower”
            has the meaning set forth in the Recitals hereto.

           

          “Certificated
            Security” has the meaning given such term in Section 8-102(a)(4) of the
            UCC.

           

          “Clearing
            Corporation” has the meaning given such term in Section 8-102(a)(5) of the
            UCC.

           

          “Collateral”
            has the meaning set forth in Section 3.1 hereof.

           

          “Control
            Agreement” shall have the meaning provided in Section 1.2.

           

          “Credit
            Agreement” has the meaning set forth in the Recitals hereto.

           

          “Credit
            Document Obligations” has the meaning set forth in Section 1.1(i)
            hereof.

           

          “Deposit
            Account Bank” shall have the meaning provided such term in Section 1.2
            hereof.

           

          “Earnings
            Collateral” shall mean, collectively, all of the collateral granted, sold,
            conveyed, assigned, transferred, mortgaged and pledged pursuant to, and
            in
            accordance with, Section 1 of each Assignment of Earnings.

           

          “Event
            of Default” means any Event of Default under, and as defined in, the Credit
            Agreement and any payment default under any Interest Rate Protection
            Agreement
            or Other Hedging Agreement entered into in respect of the Borrower’s obligations
            with respect to the outstanding Loans and/or Commitments from time to
            time,
            after any applicable grace period.

           

          “Indemnitees”
            has the meaning set forth in Section 11 hereof.

           

          “Lender
            Creditors” has the meaning set forth in the Recitals hereto.

           

          “Lenders”
            has the meaning set forth in the Recitals hereto.

           

          “Limited
            Liability Company Assets” means all assets, whether tangible or
            intang­ible and whether real, personal or mixed (including, without
            limitation, all limited liability com­pany capital and interest in other
            limited liability companies), at any time owned or represented by any
            Limited
            Liability Company Interest. 

           

          
            “Limited
              Liability Company Interests” means the entire limited liability company
              membership interest at any time owned by any Pledgor in any limited
              liability
              company.

             

            “Obligations”
              has the meaning set forth in Section 1.1 hereof.

          

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            
              Exhibit
                F

            

            page
              5

          

           

          “Operating
            Accounts” shall mean, collectively, the accounts listed on Annex I hereto
            and all other accounts established at any time by any Pledgor and pledged
            in
            favor of the Pledgee pursuant to the terms of this Agreement or the Credit
            Agreement.

           

          “Other
            Creditors” has the meaning set forth in the Recitals hereto.

           

          “Other
            Obligations” has the meaning set forth in Section 1.1(ii)
            hereof.

           

          “Partnership
            Assets” means all assets, whether tangible or intangible and whether real,
            personal or mixed (including, without limitation, all partnership capital
            and
            interest in other partnerships), at any time owned or represented by
            any
            Partnership Interest.

           

          “Partnership
            Interest” shall mean the entire general partnership interest or limited
            partnership interest at any time owned by any Pledgor in any general
            partnership
            or limited partnership.

           

          “Person”
            means any individual, partnership, joint venture, firm, corporation,
            association, limited liability company, trust or other enterprise or
            any
            government or political subdivision or any agency, department or instrumentality
            thereof.

           

          “Pledgee”
            has the meaning set forth in the first paragraph hereof.

           

          “Pledgor”
            has the meaning set forth in the first paragraph hereof.

           

          “Proceeds”
            has the meaning given such term in Section 9-102(64) of the UCC.

           

          “Required
            Secured Creditors” means (i) at any time when any Credit Document
            Obligations are outstanding or any Commitments under the Credit Agreement
            exist,
            the Required Lenders (or, to the extent provided in Section 15.12 of
            the Credit
            Agreement, each of the Lenders), and (ii) at any time after all of the
            Credit
            Document Obligations have been paid in full in cash and all Commitments
            under
            the Credit Agreement have been terminated and if any Other Obligations
            are
            outstanding, the holders of a majority of the Other Obligations.

           

          “Secured
            Creditors” has the meaning set forth in the Recitals hereto.

           

          “Secured
            Debt Agreements” means and includes this Agreement, the other Credit
            Documents and the Interest Rate Protection Agreements and Other Hedging
            Agreements entered into with any Other Creditors entered into in respect
            of the
            Borrower’s obligations with respect to the outstanding Loans and/or Commitments
            from time to time.

           

          
            “Securities
              Act” means the Securities Act of 1933, as amended, as in effect from
              time to
              time.

             

            “Security”
              and “Securities” has the meaning given such term in Section 8-102(a)(15)
              of the UCC and shall in any event also include all Stock.

             

            “Security
              Entitlement” has the meaning given such term in Section 8-102(a)(17) of the
              UCC.

          

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            
              Exhibit
                F

            

            page
              6

          

           

          “Stock”
            means all of the issued and outstanding shares of capital stock of any
            corporation at any time owned by any Pledgor.

           

          “Subsidiary”
            means, as to any Person, (i) any corporation more than 50% of whose stock
            of any
            class or classes having by the terms thereof ordinary voting power to
            elect a
            majority of the directors of such corporation (irrespective of whether
            or not at
            the time stock of any class or classes of such corporation shall have
            or might
            have voting power by reason of the happening of any contingency) is at
            the time
            owned by such Person and/or one or more Subsidiaries of such Person and
            (ii) any
            partnership, limited liability company, association, joint venture or
            other
            entity in which such Person and/or one or more Subsidiaries of such Person
            has
            more than a 50% equity interest at the time.

           

          “Termination
            Date” has the meaning set forth in Section 20 hereof.

           

          “UCC”
            means the Uniform Commercial Code as in effect in the State of New York
            from time to time; provided that all references herein to specific
            sections or sub­sections of the UCC are references to such sections or
            subsections, as the case may be, of the Uniform Commercial Code as in
            effect in
            the State of New York on the date hereof.

           

          “Uncertificated
            Security” has the meaning given such term in Section 8-102(a)(18) of the
            UCC.

           

          3.  PLEDGE
            OF STOCK, ACCOUNTS, ETC.

           

          3.1  Pledge.  To
            secure the Obligations now or hereafter owed or to be performed by such
            Pledgor,
            each Pledgor does hereby grant and pledge to the Pledgee for the benefit
            of the
            Secured Creditors, and does hereby create a continuing first priority
            security
            interest in favor of the Pledgee for the benefit of the Secured Creditors
            in,
            all of the right, title and interest in and to the following, whether
            now
            existing or hereafter from time to time acquired (collectively, the
“Collateral”):

           

          (a)           the
            Operating Accounts, together with all of such Pledgor’s right, title and
            interest in and to all sums of property (including cash equivalents and
            other
            investments) now or at any time hereafter on deposit therein, credited
            thereto
            or payable thereon, and all instruments, documents and other writings
            evidencing
            the Operating Accounts;

           

          
            (b)           
              all Stock of any Subsidiary Guarantor owned by such Pledgor from time
              to time
              and all options and warrants owned by such Pledgor from time to time
              to purchase
              Stock of any such Subsidiary Guarantor;

             

            (c)           all
              Limited Liability Company Interests in any Subsidiary Guarantor owned
              by such
              Pledgor from time to time and all of its right, title and interest
              in each
              limited liability company to which each such interest relates, whether
              now
              existing or hereafter acquired, including, without limitation, to the
              fullest
              extent permitted under the terms and provisions of the documents and
              agreements
              governing such Limited Liability Company Interests and applicable
              law:

          

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            
              Exhibit
                F

            

            page
              7

          

          
          

           

          (A)           all
            the capital thereof and its interest in all profits, losses, Limited
            Liability
            Company Assets and other distributions to which such Pledgor shall at
            any time
            be entitled in respect of such Limited Liability Company Interests;

           

          (B)           all
            other payments due or to become due to such Pledgor in respect of Limited
            Liability Company Interests, whether under any limited liability company
            agreement or otherwise, whether as contractual obligations, damages,
            insurance
            proceeds or otherwise;

           

          (C)           all
            of such Pledgor’s claims, rights, powers, privileges, authority, options,
            security interests, liens and remedies, if any, under any limited liability
            company agree­ment or operating agreement, or at law or otherwise in respect
            of such Limited Liability Company Interests;

           

          (D)           all
            present and future claims, if any, of such Pledgor against any such limited
            liability company for moneys loaned or advanced, for services rendered
            or
            otherwise;

           

          (E)           all
            of such Pledgor’s rights under any limited liability company agreement or
            operating agreement or at law to exercise and enforce every right, power,
            remedy, authority, option and privilege of such Pledgor relating to such
            Limited
            Liability Company Interests, including any power to terminate, cancel
            or modify
            any limited liability company agreement or operating agreement, to execute
            any
            instruments and to take any and all other action on behalf of and in
            the name of
            such Pledgor in respect of such Limited Liability Company Interests and
            any such
            limited liability company, to make determinations, to exercise any election
            (including, but not limited to, election of remedies) or option or to
            give or
            receive any notice, consent, amendment, waiver or approval, together
            with full
            power and authority to demand, receive, enforce, collect or receipt for
            any of
            the foregoing or for any Limited Liability Company Asset, to enforce
            or execute
            any checks, or other instruments or orders, to file any claims and to
            take any
            action in connection with any of the foregoing; and

           

          (F)           all
            other property hereafter delivered in substitution for or in addition
            to any of
            the foregoing, all certificates and instruments representing or evidencing
            such
            other property and all cash, securities, interest, dividends, rights
            and other
            property at any time and from time to time received, receivable or otherwise
            distributed in respect of or in exchange for any or all
            thereof; 

           

          (d)           all
            Partnership Interests in any Subsidiary Guarantor owned by such Pledgor
            from
            time to time and all of its right, title and interest in each partnership
            to
            which each such interest relates, whether now existing or hereafter acquired,
            including, without limitation, to the fullest extent permitted under
            the terms
            and provisions of the documents and agreements governing such Partnership
            Interests and applicable law

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            
              Exhibit
                F

            

            page
              8

          

           

           

           

          (A)           all
            the capital thereof and its interest in all profits, losses, Partnership
            Assets
            and other distributions to which such Pledgor shall at any time be entitled
            in
            respect of such Partnership Interests;

           

          (B)           all
            other payments due or to become due to such Pledgor in respect of such
            Partnership Interests, whether under any partnership agreement or otherwise,
            whether as contractual obligations, damages, insurance proceeds or
            otherwise;

           

          (C)           all
            of its claims, rights, powers, privileges, authority, options, security
            interests, liens and remedies, if any, under any partnership agreement
            or
            operating agreement, or at law or otherwise in respect of such Partnership
            Interests;

           

          (D)           all
            present and future claims, if any, of such Pledgor against any such partnership
            for moneys loaned or advanced, for services rendered or otherwise;

           

          (E)           all
            of such Pledgor’s rights under any partnership agreement or operating agreement
            or at law to exercise and enforce every right, power, remedy, authority,
            option
            and privilege of such Pledgor relating to such Partnership Interests,
            including
            any power to terminate, cancel or modify any partnership agreement or
            operating
            agreement, to execute any instruments and to take any and all other action
            on
            behalf of and in the name of any of such Pledgor in respect of such Partnership
            Interests and any such partnership, to make determinations, to exercise
            any
            election (including, but not limited to, election of remedies) or option
            or to
            give or receive any notice, consent, amendment, waiver or approval, together
            with full power and authority to demand, receive, enforce, collect or
            receipt
            for any of the foregoing or for any Partnership Asset, to enforce or
            execute any
            checks, or other instruments or orders, to file any claims and to take
            any
            action in connection with any of the foregoing; and

           

          (F)           all
            other property hereafter delivered in substitution for or in addition
            to any of
            the foregoing, all certificates and instruments representing or evidencing
            such
            other property and all cash, securities, interest, dividends, rights
            and other
            property at any time and from time to time received, receivable or otherwise
            distributed in respect of or in exchange for any or all thereof;
            and

           

           (e)           all
            Proceeds of any and all of the foregoing.

           

          
            3.2.  Procedures.
              (a)  To the extent that any Pledgor at any time or from time to time
              owns, acquires or obtains any right, title or interest in any Collateral,
              such
              Collateral shall automatically (and without the taking of any action
              by such
              Pledgor) be pledged pursuant to Section 3.1 of this Agreement and,
              in addition
              thereto, such Pledgor shall (to the extent provided below) take, or,
              in the case
              of Section 3.2(a)(v), authorize the Pledgee to take, the following
              actions as
              set forth below (as promptly as practicable and, in any event, within
              30 days
              after it obtains such Collateral) for the benefit of the Pledgee and
              the Secured
              Creditors:

             

                          (i)with
              respect to a Certificated Security
              (other than a Certificated Security credited on the books of a Clearing
              Corporation), such Pledgor shall deliver such Certificated Security
              to the
              Pledgee with powers executed in blank;

          

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            
              Exhibit
                F

            

            page
              9

             

          

           

                        (ii)with
            respect to an Uncertificated
            Security (other than an Uncertificated Security credited on the books
            of a
            Clearing Corporation), such Pledgor shall cause the issuer of such
            Uncertificated Security (or, in the case of an issuer that is not a Subsidiary
            of such Pledgor, will use reasonable efforts to cause such issuer) to
            duly
            authorize and execute, and deliver to the Pledgee, an agreement for the
            benefit
            of the Pledgee and the other Secured Creditors substantially in the form
            of
            Annex G hereto (appropriately completed to the reasonable satisfaction
            of the
            Pledgee and with such modifications, if any, as shall be reasonably satisfactory
            to the Pledgee) pursuant to which such issuer agrees to comply with any
            and all
            instructions originated by the Pledgee without further consent by the
            registered
            owner and not to comply with instructions regarding such Uncertificated
            Security
            originated by any other Person other than a court of competent
            jurisdiction;

           

                        (iii)with
            respect to a Certificated
            Security, Uncertificated Security, Partnership Interest or Limited Liability
            Company Interest credited on the books of a Clearing Corporation (including
            a
            Federal Reserve Bank, Participants Trust Company or The Depository Trust
            Company), such Pledgor shall promptly notify the Pledgee thereof and
            shall
            promptly take all actions required (i) to comply in all material respects
            with
            the applicable rules of such Clearing Corporation and (ii) to perfect
            the
            security interest of the Pledgee under applicable law (including, in
            any event,
            under Sections 9-314(a), (b) and (c), 9-106 and 8-106(d) of the
            UCC).  Such Pledgor further agrees to take such actions as the Pledgee
            deems reasonably necessary to effect the foregoing;

           

                        (iv)with
            respect to a Partnership Interest
            or a Limited Liability Company Interest (other than a Partnership Interest
            or
            Limited Liability Interest credited on the books of a Clearing Corporation),
            (1)
            if such Partnership Interest or Limited Liability Company Interest is
            represented by a certificate and is a Security for purposes of the UCC,
            the
            procedure set forth in Section 3.2(a)(i) hereof, and (2) if such Partnership
            Interest or Limited Liability Company Interest is not represented by
            a
            certificate or is not a Security for purposes of the UCC, the procedure
            set
            forth in Section 3.2(a)(ii) hereof; and

           

                        (v)with
            respect to cash proceeds from any
            of the Collateral described in Section 3.1 hereof which are not released
            to such
            Pledgor in accordance with Section 6 hereof, (i) establishment by the
            Pledgee of
            a cash account in the name of such Pledgor over which the Pledgee shall
            have
            exclusive and absolute control and dominion (and no withdrawals or transfers
            may
            be made therefrom by any Person except with the prior written consent
            of the
            Pledgee) and (ii) deposit of such cash in such cash account.

           

          (b)   In
            addition to the actions
            required to be taken pursuant to Section 3.2(a) hereof, each Pledgor
            shall take
            the following additional actions with respect to the Collateral: 

           

          (i)with
            respect to all Collateral of
            such Pledgor whereby or with respect to which the Pledgee may obtain
            “control” thereof within the meaning of Section 8-106 of the UCC (or
            under any provision of the UCC as same may be amended or supplemented
            from time
            to time, or under the laws of any relevant State other than the State
            of
            New York), such Pledgor shall take all actions as may be reasonably
            requested from time to time by the Pledgee so that “control” of such
            Collateral is obtained and at all times held by the Pledgee; and   

                       

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            
              Exhibit
                F

            

            page
              10

          

                     

           

                                      (ii)each
            Pledgor shall from time to time
            cause appropriate financing statements (on Form UCC-1 or other appropriate
            form)
            under the Uniform Commercial Code as in effect in the various relevant
            states,
            covering all Collateral hereunder (with the form of such financing statements
            to
            be satisfactory to the Pledgee), to be filed in the relevant filing offices
            so
            that at all times the Pledgee has a security interest in all Collateral
            which is
            perfected by the filing of such financing statements (in each case to
            the
            maximum extent perfection by filing may be obtained under the laws of
            the
            relevant states, including, without limitation, Section 9-312(a) of the
            UCC).

           

          3.3.  Subsequently
            Acquired Collateral.  If any Pledgor shall acquire (by purchase,
            stock dividend or similar distribution or otherwise) any additional Collateral
            at any time or from time to time after the date hereof, such Collateral
            shall
            automatically (and without any further action being required to be taken)
            be
            subject to the pledge and security interests created pursuant to Section
            3.1
            hereof and, furthermore, such Pledgor will promptly thereafter take (or
            cause to
            be taken) all action with respect to such Collateral in accordance with
            the
            procedures set forth in Section 3.2 hereof, and will promptly thereafter
            deliver
            to the Pledgee (i) a certificate executed by a principal executive officer
            of
            such Pledgor describing such Collateral and certifying that the same
            has been
            duly pledged in favor of the Pledgee (for the benefit of the Secured
            Creditors)
            hereunder and (ii) supplements to Annexes A through F hereto as are reasonably
            necessary to cause such annexes to be complete and accurate at such
            time.

           

          3.4.  Transfer
            Taxes.  Each pledge of Collateral under Section 3.1 or Section 3.3
            hereof shall be accompanied by any transfer tax stamps required in connection
            with the pledge of such Collateral.

           

          3.5.  Certain
            Representations and Warranties Regarding the Collateral.  Each
            Pledgor represents and warrants that on the date hereof: (i) the jurisdiction
            of
            organization of such Pledgor, and such Pledgor’s organizational identification
            number, is listed on Annex A hereto; (ii) each Subsidiary of such Pledgor
            that
            is a Subsidiary Guarantor is listed in Annex B hereto; (iii) the Stock (and
            any warrants or options to purchase Stock) of any Subsidiary Guarantor
            held by
            such Pledgor consists of the number and type of shares of the stock (or
            warrants
            or options to purchase any stock) of the corporations as described in
            Annex C
            hereto; (iv) such Stock constitutes that percentage of the issued and
            outstanding capital stock of the respective Subsidiary Guarantors as
            is set
            forth in Annex C hereto; (v) the Limited Liability Company Interests
            in any and
            all Subsidiary Guarantors held by such Pledgor consist of the number
            and type of
            interests of the respective Subsidiary Guarantors described in Annex
            D hereto;
            (vi) each such Limited Liability Company Interest constitutes that percentage
            of
            the issued and outstanding equity interest of the respective Subsidiary
            Guarantors as set forth in Annex D hereto; (vii) the Partnership Interests
            held
            by such Pledgor in any and all Subsidiary Guarantors consist of the number
            and
            type of interests of the respective Subsidiary Guarantors described in
            Annex E
            hereto; (viii) each such Partnership Interest constitutes that percentage
            or
            portion of the entire partnership interest of the Partnership as set
            forth in
            Annex E hereto; (ix) such Pledgor has complied with the respec­tive
            procedure set forth in Section 3.2(a) hereof with respect to each item
            of
            Collateral described in Annexes B through E hereto; and (xi) on the date
            hereof,
            such Pledgor owns no other Stock, Limited Liability Company Interests
            or
            Partnership Interests of, in each case, any Subsidiary Guarantor.

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

             

          

          
            
              Exhibit
                F

            

            page
              11

          

           

           

           

          4.  APPOINTMENT
            OF SUB-AGENTS; ENDORSEMENTS, ETC.  If and to the extent necessary to
            enable the Pledgee to perfect its security interest in any of the Collateral
            or
            to exercise any of its remedies hereunder, the Pledgee shall have the
            right to
            appoint one or more sub-agents for the purpose of retaining physical
            possession
            of the Collateral, which may be held (in the discretion of the Pledgee)
            in the
            name of the relevant Pledgor, endorsed or assigned in blank or in favor
            of the
            Pledgee or any nominee or nominees of the Pledgee or a sub-agent appointed
            by
            the Pledgee.

           

          5.  VOTING,
            ETC., WHILE NO EVENT OF DEFAULT.  Unless and until there shall have
            occurred and be continuing an Event of Default, each Pledgor shall be
            entitled
            to exercise any and all voting and other consensual rights pertaining
            to the
            Collateral owned by it, and to give consents, waivers or ratifications
            in
            respect thereof; provided that, in each case, no vote shall be cast or
            any consent, waiver or ratification given or any action taken or omitted
            to be
            taken which would violate or be inconsistent with any of the terms of
            any
            Secured Debt Agreement, or which could reasonably be expected to have
            the effect
            of impairing the value of the Collateral or any part thereof or the position
            or
            interests of the Pledgee or any other Secured Creditor in the Collateral
            unless
            expressly permitted by the terms of the Secured Debt Agreements.  All
            such rights of each Pledgor to vote and to give consents, waivers and
            ratifications shall cease in case an Event of Default has occurred and
            is
            continuing, and Section 7 hereof shall become applicable. 
             

          

           

          6.  DIVIDENDS
            AND OTHER DISTRIBUTIONS.  Unless and until there shall have occurred
            and be continuing an Event of Default, all cash dividends, cash distributions,
            cash Proceeds and other cash amounts payable in respect of the Collateral
            shall
            be paid to the Pledgors.  The Pledgee shall be entitled to receive
            directly, and to retain as part of the Collateral:

           

                       
              (i)all other or additional
            stock, notes, limited liability company interests, partner­ship interests,
            instruments or other securities or property (including, but not limited
            to, cash
            dividends other than as set forth above in the first sentence of this
            Section 6)
            paid or distributed by way of dividend or otherwise in respect of the
            Collateral;

           

           (ii)   all
            other or additional
            stock, notes, limited liability company interests, partner­ship interests,
            instruments or other securities or property (including, but not limited
            to,
            cash) paid or distributed in respect of the Collateral by way of stock-split,
            spin-off, split-up, reclassification, combination of shares or similar
            rearrangement; and 

             

             (iii)  all
              other or additional
              stock, notes, limited liability company interests, partner­ship interests,
              instruments or other securities or property (including, but not limited
              to,
              cash) which may be paid in respect of the Collateral by reason of any
              consolidation, merger, exchange of stock, conveyance of assets, liquidation
              or
              similar corporate or other reorganization.

          

          
             

            
              All
                dividends, distributions or other payments which are received by
                any Pledgor
                contrary to the provisions of this Section 6 and Section 7 hereof
                shall be
                received in trust for the benefit of the Pledgee, shall be segregated
                from other
                property or funds of such Pledgor and shall be forthwith paid over
                and/or
                delivered to the Pledgee as Collateral in the same form as so received
                (with any
                necessary endorsement).

            

             

             

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
               

              Exhibit
                F

              
                page
                  12

              

            

             

          

           

          7.  REMEDIES
            IN CASE OF AN EVENT OF DEFAULT.  If there shall have occurred and be
            continuing an Event of Default, then and in every such case, the Pledgee
            shall
            be entitled to exercise all of the rights, powers and remedies (whether
            vested
            in it by this Agreement, any other Secured Debt Agreement or by law)
            for the
            protection and enforcement of its rights in respect of the Collateral,
            and the
            Pledgee shall be entitled to exercise all the rights and remedies of
            a secured
            party under the Uniform Commercial Code as in effect in any relevant
            jurisdiction and also shall be entitled, without limitation, to exercise
            the
            following rights, which each Pledgor hereby agrees to be commercially
            reasonable:

           

                        (i)to
            receive all amounts payable in
            respect of the Collateral otherwise payable under Section 6 hereof to
            the
            Pledgors;

           

                        (ii)to
            transfer all or any part of the
            Collateral into the Pledgee’s name or the name of its nominee or
            nominees;

           

                        (iii)to
            vote all or any part of the
            Collateral (whether or not transferred into the name of the Pledgee)
            and give
            all consents, waivers and ratifications in respect of the Collateral
            and
            otherwise act with respect thereto as though it were the outright owner
            thereof
            (each Pledgor hereby irrevocably constituting and appointing the Pledgee
            the
            proxy and attorney-in-fact of such Pledgor, with full power of substitution
            to
            do so);

           

                        (iv)at
            any time and from time to time to
            sell, assign and deliver, or grant options to purchase, all or any part
            of the
            Collateral, or any interest therein, at any public or private sale, without
            demand of performance, advertisement or notice of intention to sell or
            of the
            time or place of sale or adjournment thereof or to redeem or otherwise
            (all of
            which are hereby waived by each Pledgor), for cash, on credit or for
            other
            property, for immediate or future delivery without any assumption of
            credit
            risk, and for such price or prices and on such terms as the Pledgee in
            its
            absolute discretion may determine, provided that at least 10 days’
written notice of the time and place of any such sale shall be
            given to the
            Pledgors.  The Pledgee shall not be obligated to make any such sale of
            Collateral regardless of whether any such notice of sale has theretofore
            been
            given.  Each Pledgor hereby waives and releases to the fullest extent
            permitted by law any right or equity of redemption with respect to the
            Collateral, whether before or after sale hereunder, and all rights, if
            any, of
            marshalling the Collateral and any other security for the Obligations
            or
            otherwise.  At any such sale, unless prohibited by applicable law, the
            Pledgee on behalf of the Secured Creditors may bid for and purchase all
            or any
            part of the Collateral so sold free from any such right or equity of
            redemption.
            Neither the Pledgee nor any other Secured Creditor shall be liable for
            failure
            to collect or realize upon any or all of the Collateral or for any delay
            in so
            doing nor shall any of them be under any obligation to take any action
            whatsoever with regard thereto;

           

              (v)to
            set-off any and all Collateral against any
            and all Obligations; and 
             

                        (vi)apply
              any monies constituting
              collateral or proceeds thereof (including, without limitation, amounts
              on
              deposit in the Operating Accounts) in accordance with the provisions of
              

            Section
              9.

          

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

             

          

          
            
              Exhibit
                F

            

            page
              13

          

           

           

                        

          8.  REMEDIES,
            ETC., CUMULATIVE.  Each and every right, power and remedy of the
            Pledgee provided for in this Agreement or in any other Secured Debt Agreement,
            or now or hereafter existing at law or in equity or by statute shall
            be
            cumulative and concurrent and shall be in addition to every other such
            right,
            power or remedy. The exercise or beginning of the exercise by the Pledgee
            or any
            other Secured Creditor of any one or more of the rights, powers or remedies
            provided for in this Agreement or any other Secured Debt Agreement or
            now or
            hereafter existing at law or in equity or by statute or otherwise shall
            not
            preclude the simultaneous or later exercise by the Pledgee or any other
            Secured
            Creditor of all such other rights, powers or remedies, and no failure
            or delay
            on the part of the Pledgee or any other Secured Creditor to exercise
            any such
            right, power or remedy shall operate as a waiver thereof.  No notice
            to or demand on any Pledgor in any case shall entitle it to any other
            or further
            notice or demand in similar or other circumstances or constitute a waiver
            of any
            of the rights of the Pledgee or any other Secured Creditor to any other
            or
            further action in any circumstances without notice or demand.  The
            Secured Creditors agree that this Agreement may be enforced only by the
            action
            of the Pledgee, in each case acting upon the instructions of the Required
            Lenders (or, after the date on which all Credit Document Obligations
            have been
            paid in full, the holders of at least a majority of the outstanding Other
            Obligations) and that no other Secured Creditor shall have any right
            individually to seek to enforce or to enforce this Agreement or to realize
            upon
            the security to be granted hereby, it being understood and agreed that
            such
            rights and remedies may be exercised by the Pledgee for the benefit of
            the
            Secured Creditors upon the terms of this Agreement.

           

          9.  APPLICATION
            OF PROCEEDS.  (a)  All monies collected by the Pledgee upon
            any sale or other disposition of the Collateral of each Pledgor and any
            other
            collateral under any other Security Document (including, without limitation,
            the
            Vessel Mortgage, Assignments of Earnings, Assignments of Insurance, together
            with all other monies received by the Pledgee hereunder and under any
            other
            Security Document (except to the extent released in accordance with the
            applicable provisions of this Agreement or any other Credit Document),
            shall be
            applied to the payment of the Obligations as follows:

           

          
            (i)           first,
              to the payment of all amounts owing the Pledgee of the type described
              in clauses
              (iii) and (iv) of Section 1.1;

             

            (ii)           second,
              to the extent proceeds remain after the application pursuant to the
              preceding
              clause (i), an amount equal to the outstanding Primary Obligations
              (as defined
              below) constituting Credit Document Obligations shall be paid to the
              Lenders as
              provided in Section 9(d) hereof, with each Lender receiving an amount
              equal to
              such outstanding Primary Obligations constituting Credit Document Obligations
              or, if the proceeds are insufficient to pay in full all such Primary
              Obligations
              constituting Credit Document Obligations, its Pro Rata Share (as defined
              below)
              of the amount remaining to be distributed;

             

            (iii)           third,
              to the extent proceeds remain after the application pursuant to the
              preceding
              clauses (i) and (ii), an amount equal to the outstanding Primary Obligations
              constituting Other Obligations shall be paid to the Other Creditors
              as provided
              in Section 9(d) hereof, with each Other Creditor receiving an amount
              equal to
              such outstanding Primary Obligations constituting Other Obligations
              or, if the
              proceeds are insufficient to pay in full all such Primary Obligations
              constituting Other Obligations, its Pro Rata Share of the amount remaining
              to be
              distributed;

          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            
              Exhibit
                F

            

            page
              14

          

           

          (iv)           fourth,
            to the extent proceeds remain after the application pursuant to the preceding
            clauses (i) through (iii), inclusive, an amount equal to the outstanding
            Secondary Obligations shall be paid to the Secured Creditors as provided
            in
            Section 9(d) hereof, with each Secured Creditor receiving an amount equal
            to its
            outstanding Secondary Obligations or, if the proceeds are insufficient
            to pay in
            full all such Secondary Obligations, its Pro Rata Share of the amount
            remaining
            to be distributed; and

           

          (v)           fifth,
            to the extent proceeds remain after the application pursuant to the preceding
            clauses (i) through (iv), inclusive, and following the termination of
            this
            Agreement pursuant to Section 20 hereof, to the relevant Pledgor or to
            whomever
            may be lawfully entitled to receive such surplus.

           

          (b)           For
            purposes of this Agreement, (x) “Pro Rata Share” shall mean, when
            calculating a Secured Creditor's portion of any distribution or amount,
            that
            amount (expressed as a percentage) equal to a fraction the numerator
            of which is
            the then unpaid amount of such Secured Creditor's Primary Obligations
            or
            Secondary Obligations, as the case may be, and the denominator of which
            is the
            then outstanding amount of all Primary Obligations or Secondary Obligations,
            as
            the case may be, (y) “Primary Obligations” shall mean (i) in the case of
            the Credit Document Obligations, all principal of, and interest on, all
            Loans
            and all fees, costs and expenses incurred under the Credit Agreement
            with
            respect thereto and (ii) in the case of the Other Obligations, all amounts
            due
            under such Interest Rate Protection Agreements and Other Hedging Agreements
            (other than indemnities, fees (including, without limitation, attorneys'
            fees)
            and similar obligations and liabilities) and (z) “Secondary Obligations” shall
            mean all Obligations other than Primary Obligations.

           

          
            (c)           When
              payments to Secured Creditors are based upon their respective Pro Rata
              Shares,
              the amounts received by such Secured Creditors hereunder shall be applied
              (for
              purposes of making determinations under this Section 9 only) (i) first,
              to their
              Primary Obligations and (ii) second, to their Secondary
              Obligations.  If any payment to any Secured Creditor of its Pro Rata
              Share of any distribution would result in overpayment to such Secured
              Creditor,
              such excess amount shall instead be distributed in respect of the unpaid
              Primary
              Obligations or Secondary Obligations, as the case may be, of the other
              Secured
              Creditors, with each Secured Creditor whose Primary Obligations or
              Secondary
              Obligations, as the case may be, have not been paid in full to receive
              an amount
              equal to such excess amount multiplied by a fraction the numerator
              of which is
              the unpaid Primary Obligations or Secondary Obligations, as the case
              may be, of
              such Secured Creditor and the denominator of which is the unpaid Primary
              Obligations or Secondary Obligations, as the case may be, of all Secured
              Creditors entitled to such distribution.

             

            (d)           All
              payments required to be made hereunder shall be made (x) if to the
              Lender
              Creditors, to the Administrative Agent under the Credit Agreement for
              the
              account of the Lender Creditors, and (y) if to the Other Creditors,
              to the
              trustee, paying agent or other similar representative (each a
“Representative”) for the Other Creditors or, in the absence of such a
              Representative, directly to the Other Creditors.

             

            (e)           For
              purposes of applying payments received in accordance with this Section
              9, the
              Pledgee shall be entitled to rely upon (i) the Administrative Agent
              under the
              Credit Agreement and (ii) the Representative for the Other Creditors
              or, in the
              absence of such a Representative, upon

          

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            
              Exhibit
                F

            

            page
              15

          

           

          
          

           the
            Other Creditors for a determination (which the Administrative Agent,
            each
            Representative for any Other Creditors and the Secured Creditors agree
            (or shall
            agree) to provide upon request of the Pledgee) of the outstanding Primary
            Obligations and Secondary Obligations owed to the Lender Creditors or
            the Other
            Creditors, as the case may be.  Unless it has actual knowledge
            (including by way of written notice from a Lender Credi­tor or an Other
            Creditor) to the contrary, the Administrative Agent and each Representative,
            in
            furnishing information pursuant to the preceding sentence, and the Pledgee,
            in
            acting hereunder, shall be entitled to assume that no Secondary Obligations
            are
            outstanding. Unless it has actual knowledge (including by way of written
            notice
            from an Other Creditor) to the contrary, the Pledgee, in acting hereunder,
            shall
            be entitled to assume that no Interest Rate Protection Agreements are
            in
            existence.

           

          (f)           It
            is understood and agreed that each Pledgor shall remain jointly and severally
            liable to the extent of any deficiency between the amount of the proceeds
            of the
            Collateral pledged by it hereunder and the aggregate amount of the Obligations
            of such Pledgor.

           

          10.  PURCHASERS
            OF COLLATERAL.  Upon any sale of the Collateral by the Pledgee
            hereunder (whether by virtue of the power of sale herein granted, pursuant
            to
            judicial process or otherwise), the receipt of the Pledgee or the officer
            making
            the sale shall be a sufficient discharge to the purchaser or purchasers
            of the
            Collateral so sold, and such purchaser or purchasers shall not be obligated
            to
            see to the application of any part of the purchase money paid over to
            the
            Pledgee or such officer or be answerable in any way for the misapplication
            or
            non­application thereof.

           

          11.  INDEMNITY.  Each
            Pledgor
            jointly and severally agrees (i) to indemnify and hold harmless the Pledgee
            and
            each other Secured Creditor and their respective successors, assigns,
            employees,
            agents and affiliates (individually an “Indemnitee,” and collectively the
“Indemnitees”) from and against any and all claims, demands, losses,
            judgments and liabilities (including liabilities for penalties) of whatsoever
            kind or nature, and (ii) to reimburse each Indemnitee for all reasonable
            costs
            and expenses, including reasonable attorneys’ fees, in each case growing out of
            or resulting from this Agreement or the exercise by any Indemnitee of
            any right
            or remedy granted to it hereunder or under any other Secured Debt Agreement
            (but
            excluding any claims, demands, losses, judgments and liabilities or expenses
            to
            the extent incurred by reason of gross negligence or willful misconduct
            of such
            Indemnitee (as determined by a court of competent jurisdiction in a final
            and
            non-appealable decision)).  In no event shall the Pledgee be liable,
            in the absence of gross negligence or willful misconduct on its part,
            for any
            matter or thing in connection with this Agreement other than to account
            for
            monies actually received by it in accordance with the terms
            hereof.  If and to the extent that the obligations of any Pledgor
            under this Section 11 are unenforceable  for any reason, such Pledgor
            hereby agrees to make the maximum contribution to the payment and satisfaction
            of such obligations which is permissible under applicable law.

           

          12.  PLEDGEE
            NOT A PARTNER OR LIMITED
            LIABILITY COMPANY MEMBER.  (a) Nothing herein shall be construed to make
            the Pledgee or any other Secured Creditor liable as a member of any limited
            liability company or as a partner of any partnership and neither the
            Pledgee nor
            any other Secured Creditor by virtue of this Agreement or otherwise (except
            as
            referred to in the following sentence) shall have any of the duties,
            obligations
            or liabilities of a member of any limited liability company or
            partnership.  The parties hereto expressly agree that, unless the
            Pledgee shall become the absolute owner of Collateral consisting of a
            Limited
            Liability

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            
              Exhibit
                F

            

            page
              16

          

           

           Company
            Interest or Partnership Interest pursuant hereto, this Agreement shall
            not be
            construed as creating a partnership or joint venture among the Pledgee,
            any
            other Secured Creditor, any Pledgor and/or any other Person.

           

          (b)           Except
            as provided in the last sentence of paragraph (a) of this Section 12,
            the
            Pledgee, by accepting this Agreement, did not intend to become a member
            of any
            limited liability company or a partner of any partnership or otherwise
            be deemed
            to be a co-venturer with respect to any Pledgor, any limited liability
            company,
            partnership and/or any other Person either before or after an Event of
            Default
            shall have occurred.  The Pledgee shall have only those powers set
            forth herein and the Secured Creditors shall assume none of the duties,
            obligations or liabilities of a member of any limited liability company
            or as a
            partner of any partnership or any Pledgor except as provided in the last
            sentence of paragraph (a) of this Section 12.

           

          (c)           The
            Pledgee and the other Secured Creditors shall not be obligated to perform
            or
            discharge any obligation of any Pledgor as a result of the pledge hereby
            effected.

           

          (d)           The
            acceptance by the Pledgee of this Agreement, with all the rights, powers,
            privileges and authority so created, shall not at any time or in any
            event
            obligate the Pledgee or any other Secured Creditor to appear in or defend
            any
            action or proceeding relating to the Collateral to which it is not a
            party, or
            to take any action hereunder or thereunder, or to expend any money or
            incur any
            expenses or perform or discharge any obligation, duty or liability under
            the
            Collateral.

           

          
            13.  FURTHER
              ASSURANCES; POWER-OF-ATTORNEY.  (a)  Each Pledgor agrees
              that it will join with the Pledgee in executing and, at such Pledgor’s own
              expense, file and refile under the Uniform Commercial Code or other
              applicable
              law such financing statements, continuation statements and other documents
              in
              such offices as the Pledgee may deem reasonably necessary and wherever
              required
              by law in order to perfect and preserve the Pledgee’s security interest in the
              Collateral and hereby authorizes the Pledgee to file financing statements
              (including, without limitation, ‘all assets’ financing statements) and
              amendments thereto relative to all or any part of the Collateral without
              the
              signature of such Pledgor where permitted by law, and agrees to do
              such further
              acts and things and to execute and deliver to the Pledgee such additional
              convey­ances, assignments, agreements and instruments as the Pledgee may
              reasonably require or deem necessary to carry into effect the purposes
              of this
              Agreement or to further assure and confirm unto the Pledgee its rights,
              powers
              and remedies hereunder.

             

            (b)           Each
              Pledgor hereby appoints the Pledgee such Pledgor’s attorney-in-fact, with full
              authority in the place and stead of such Pledgor and in the name of
              such Pledgor
              or otherwise, to act from time to time solely after the occurrence
              and during
              the continuance of an Event of Default in the Pledgee’s reasonable discretion to
              take any action and to execute any instrument which the Pledgee may
              deem
              reasonably necessary or advisable to accomplish the purposes of this
              Agreement.

             

            14.  THE
              PLEDGEE AS AGENT.  The
              Pledgee will hold in accordance with this Agreement all items of the
              Collateral
              at any time received under this Agreement. It is expressly understood
              and agreed
              by each Secured Creditor that by accepting the benefits of this Agreement
              each
              such Secured Creditor acknowledges and agrees that the obligations
              of the
              Pledgee as holder of the Collateral and interests therein and with
              respect to
              the disposition thereof, and otherwise under

          

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            
              Exhibit
                F

            

            page
              17

          

          
          

           

          this
            Agreement, are only those expressly set forth in this Agreement and in
            Section
            12 of the Credit Agreement.  The Pledgee shall act hereunder on the
            terms and conditions set forth herein and in Section 13 of the Credit
            Agreement.

           

          15.
             TRANSFER BY THE PLEDGORS.  No Pledgor will sell or otherwise
            dispose of, grant any option with respect to, or mortgage, pledge or
            otherwise
            encumber any of the Collateral or any interest therein (except as may
            be
            permitted in accordance with the terms of the Secured Debt
            Agreements).

           

          16.  REPRESENTATIONS,
            WARRANTIES AND COVENANTS OF THE PLEDGORS.  Each Pledgor represents,
            warrants and covenants that:

           

                         
            (i)it is the legal, beneficial
            and record owner of, and has good and marketable title to, all Collateral
            pledged by such Pledgor hereunder and that it has sufficient interest
            in all
            Collateral pledged by such Pledgor hereunder in which a security interest
            is
            purported to be created hereunder for such security interest to attach
            (subject,
            in each case, to no pledge, lien, mortgage, hypothecation, security interest,
            charge, option, Adverse Claim or other encumbrance whatsoever, except
            the liens
            and security interests created by this Agreement and Permitted
            Liens);

           

                
            (ii)it has the corporate,
            limited
            partnership or limited liability company power and authority, as the
            case may
            be, to pledge all the Collateral pledged by it pursuant to this
            Agreement;
             

                          (iii)this
              Agreement has been duly
              authorized, executed and delivered by such Pledgor and constitutes
              a legal,
              valid and binding obligation of such Pledgor enforceable against such
              Pledgor in
              accordance with its terms, except to the extent that the enforce­ability
              hereof may be limited by applicable bankruptcy, insolvency, reorganization,
              mora­torium or other similar laws generally affecting creditors’ rights and
              by equitable principles (regardless of whether enforcement is sought
              in equity
              or at law);

             

                          (iv)except
              to the extent already obtained
              or made, or, in the case of any filings or recordings of the Security
              Documents
              (other than the Vessel Mortgages) executed on or before the Initial
              Borrowing
              Date, to be made within 10 days of the Initial Borrowing Date, no consent
              of any
              other party (including, without limitation, any stockholder, partner,
              member or
              creditor of such Pledgor or any of its Subsidiaries) and no consent,
              license,
              permit, approval or authorization of, exemption by, notice or report
              to, or
              registration, filing or declaration with, any governmental authority
              is required
              to be obtained by such Pledgor in connection with (a) the execution,
              delivery or
              performance by such Pledgor of this Agreement, (b) the legality, validity,
              binding effect or enforceability of this Agreement, (c) the perfection
              or
              enforceability of the Pledgee’s security interest in the Collateral pledged by
              such Pledgor hereunder or (d) except for compliance with or as may
              be required
              by applicable securities laws, the exercise by the Pledgee of any of
              its rights
              or remedies provided herein;

             

                  
(v)the
              execution, delivery and performance
              of this Agreement will not violate any provision of any applicable
              law or
              regulation or of any order, judgment, writ, award or decree    

          

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

                        

          
            
              Exhibit
                F

            

            page
              18

          

           

           

          of
            any
            court, arbitrator or governmental authority, U.S. or non-U.S., applicable
            to
            such Pledgor, or of the certificate or articles of incorporation, certificate
            of
            formation, operating agreement, limited liability company agreement,
            partnership
            agreement or by-laws of such Pledgor, as applicable, or of any securities
            issued
            by such Pledgor or any of its Subsidiaries, or of any mortgage, deed
            of trust,
            indenture, lease, loan agreement, credit agreement or other material
            contract,
            agree­ment or instrument or undertaking to which such Pledgor or any of its
            Subsidiaries is a party or which purports to be binding upon such Pledgor
            or any
            of its Subsidiaries or upon any of their respective assets and will not
            result
            in the creation or imposition of (or the obligation to create or impose)
            any
            lien or encumbrance on any of the assets of such Pledgor or any of its
            Subsidiaries which are Credit Parties, except as contemplated by this
            Agreement
            or the Credit Agreement;

           

                        (vi)all
            of the Collateral has been duly and
            validly issued and acquired, is fully paid and non-assessable and is
            subject to
            no options to purchase or similar rights;

           

                        (vii)the
            pledge and collateral assignment
            to, and possession by, the Pledgee of the Collateral pledged by such
            Pledgor
            hereunder consisting of Certificated Securities pursuant to this Agreement
            creates a valid and perfected first priority security interest in such
            Certificated Securities, and the proceeds thereof, subject to no prior
            Lien or
            to any agreement purporting to grant to any third party a Lien on the
            property
            or assets of such Pledgor which would include the Certificated Securities,
            except for Permitted Liens, and the Pledgee is entitled to all the rights,
            priorities and benefits afforded by the UCC or other relevant law as
            enacted in
            any relevant jurisdiction to perfect security interests in respect of
            such
            Collateral; and;

           

               (viii)“control”
(as
            defined in Section 8-106
            of the UCC) has been obtained by the Pledgee over all Collateral pledged
            by such
            Pledgor hereunder consisting of Stock with respect to which such
“control” may be obtained pursuant to Section 8-106 of the UCC, and
“control” (as defined in Section 9-104 of the UCC) has been obtained
            by
            the Pledgee over all Operating Accounts with respect to which such
“control” may be obtained pursuant to Section 9-104 of the UCC.
             

            (b)           Each
              Pledgor covenants and agrees that it will defend the Pledgee’s right, title and
              security interest in and to the Collateral and the proceeds thereof
              against the
              claims and demands of all persons whomsoever; and each Pledgor covenants
              and
              agrees that it will have like title to and right to pledge any other
              property at
              any time hereafter pledged to the Pledgee as Collateral hereunder and
              will
              likewise defend the right thereto and security interest therein of
              the Pledgee
              and the Secured Creditors.

             

            17.
              JURISDICTION OF ORGANIZATION; CHIEF EXECUTIVE
              OFFICE; RECORDS.  The jurisdiction of organization of each Pledgor is
              specified in Annex A hereto.  The chief executive office of each
              Pledgor is located at the address specified in Annex F hereto.  Each
              Pledgor will not change the jurisdiction of its organization or move
              its chief
              executive office except to such new jurisdiction or location as such
              Pledgor may
              establish in accordance with the last sentence of this Section
              17.  The originals of all documents in the possession of such Pledgor
              evidencing all Collateral, including but not limited to all Limited
              Liability
              Company Interests and Partnership Interests, and the only original
              books of
              account and records of such Pledgor relating 

          

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            
              Exhibit
                F

            

            page
              19

          

                      

           

          thereto
            are, and will continue to be, kept at such chief executive office as
            specified
            in Annex F hereto, or at such new locations as such Pledgor may establish
            in
            accordance with the last sentence of this Section 17.  All Limited
            Liability Company Interests and Partnership Interests are, and will continue
            to
            be, maintained at, and controlled and directed (including, without limitation,
            for general accounting purposes) from, such chief executive office as
            specified
            in Annex F hereto, or such new locations as such Pledgor may establish
            in
            accordance with the last sentence of this Section 17.  No Pledgor
            shall establish a new jurisdiction of organization or a new location
            for such
            chief executive offices until (i) it shall have given to the Pledgee
            not less
            than 15 days’ prior written notice of its intention so to do, providing clear
            details of such new jurisdiction of organization or new location, as
            the case
            may be, and providing such other information in connection therewith
            as the
            Pledgee may reasonably request, and (ii) with respect to such new jurisdiction
            of organization or new location, as the case may be, it shall have taken
            all
            action, satisfactory to the Pledgee (and, to the extent applicable, in
            accordance with Section 3.2 hereof), to maintain the security interest
            of the
            Pledgee in the Collateral intended to be granted hereby at all times
            fully
            perfected and in full force and effect.  Promptly after establishing a
            new jurisdiction of organization or new location for such chief executive
            offices in accordance with the immediately preceding sentence, the respective
            Pledgor shall deliver to the Pledgee a supplement to Annex A hereto or
            Annex F
            hereto, as the case may be, so as to cause such Annex A or F, as the
            case may
            be, to be complete and accurate.

           

          
            18.
              PLEDGORS’ OBLIGATIONS ABSOLUTE, ETC.  The obligations of each Pledgor
              under this Agreement shall be absolute and unconditional and shall
              remain in
              full force and effect without regard to, and shall not be released,
              suspended,
              discharged, terminated or otherwise affected by, any circumstance or
              occurrence
              whatsoever, including, without limitation:  (i) any renewal,
              extension, amendment or modification of or addition or supplement to
              or deletion
              from any Secured Debt Agreement or any other instrument or agreement
              referred to
              therein, or any assignment or transfer of any thereof; (ii) any waiver,
              consent,
              extension, indulgence or other action or inaction under or in respect
              of any
              such agreement or instrument including, without limitation, this Agreement;
              (iii) any furnishing of any additional security to the Pledgee or its
              assignee
              or any acceptance thereof or any release of any security by the Pledgee
              or its
              assignee; (iv) any limitation on any party’s liability or obligations under any
              such instrument or agreement or any invalidity or unenforceability,
              in whole or
              in part, of any such instrument or agreement or any term thereof; or
              (v) any
              bankruptcy, insolvency, reorganization, composition, adjustment, dissolution,
              liquidation or other like proceeding relating to any Pledgor or any
              Subsidiary
              of any Pledgor, or any action taken with respect to this Agreement
              by any
              trustee or receiver, or by any court, in any such proceeding, whether
              or not
              such Pledgor shall have notice or knowledge of any of the foregoing
              (it being
              understood and agreed that the enforcement hereof may be limited by
              applicable
              bankruptcy, insolvency, restructuring, moratorium or other similar
              laws
              generally affecting creditors’ rights and by equitable principles).

             

            19.  REGISTRATION,
              ETC.  If at
              any time when the Pledgee shall determine to exercise its right to
              sell all or
              any part of the Collateral consisting of Stock, Limited Liability Company
              Interests or Partnership Interests pursuant to Section 7 hereof, and
              the
              Collateral or the part thereof to be sold shall not, for any reason
              whatsoever,
              be effectively registered under the Securities Act, as then in effect,
              the
              Pledgee may, in its sole and absolute discretion, sell such Collateral,
              as the
              case may be, or part thereof by private sale in such manner and under
              such
              circumstances as the Pledgee may deem necessary or advisable in order
              that such
              sale may legally be effected without such registration.  Without
              limiting the generality of the foregoing, in any such

          

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

           

           
            
              Exhibit
                F

            

            page
              20

          

           

          event
            the
            Pledgee, in its sole and absolute discretion (i) may proceed to make
            such
            private sale notwithstanding that a registration statement for the purpose
            of
            registering such Collateral or part thereof shall have been filed under
            such
            Securities Act, (ii) may approach and negotiate with a single possible
            purchaser
            to effect such sale, and (iii) may restrict such sale to a purchaser
            who will
            represent and agree that such purchaser is purchasing for its own account,
            for
            investment, and not with a view to the distribution or sale of such Collateral
            or part thereof.  In the event of any such sale, the Pledgee shall
            incur no responsibility or liability for selling all or any part of the
            Collateral at a price which the Pledgee, in its sole and absolute discretion,
            in
            good faith deems reasonable under the circum­stances, notwithstanding the
            possibility that a substantially higher price might be realized if the
            sale were
            deferred until after registration as aforesaid.

           

          20.  TERMINATION;
            RELEASE.  (a)  After the Termination Date, this Agreement
            and the security interest created hereby shall terminate (provided that
            all
            indemnities set forth herein including, without limitation, in Section
            11 hereof
            shall survive any such termination), and the Pledgee, at the request
            and expense
            of any Pledgor, will as promptly as practicable (i) execute and deliver
            to such
            Pledgor a proper instrument or instruments acknowledging the satisfaction
            and
            termination of this Agreement, (ii) will duly assign, transfer and deliver
            to
            such Pledgor (without recourse and without any representation or warranty)
            such
            of the Collateral as has not theretofore been sold or otherwise applied
            or
            released pursuant to this Agreement or any other Credit Document, together
            with
            any monies at the time held by the Pledgee or any of its sub-agents hereunder
            and (iii) notify the deposit banks under the Control Agreements that
            such
            Control Agreements are terminated.  As used in this Agreement,
“Termination Date” shall mean the date upon which the Total Commitment
            under the Credit Agreement has been terminated and all Interest Rate
            Protec­tion Agreements and Other Hedging Agreements applicable to Loans
            (and/or the Commitments) entered into with any Other Creditors have been
            terminated, no Note under the Credit Agreement is outstanding and all
            Loans
            thereunder have been repaid in full and all Obligations then due and
            payable
            have been paid in full.

           

          (b)           In
            the event that any part of the Collateral is sold in connection with
            a sale
            permitted by the Secured Debt Agreements (other than a sale to any Pledgor
            or
            any Subsidiary thereof) or is otherwise released with the consent of
            the
            Required Secured Creditors and the proceeds of such sale or sales or
            from such
            release are applied in accordance with the provisions of the Credit Agreement,
            to the extent required to be so applied, the Pledgee, at the request
            and expense
            of the respective Pledgor, will duly assign, transfer and deliver to
            such
            Pledgor (without recourse and without any representation or warranty)
            such of
            the Collateral (and releases therefor) as is then being (or has been)
            so sold or
            released and has not theretofore been released pursuant to this
            Agreement.

           

          
            (c)           At
              any time that a Pledgor desires that the Pledgee assign, transfer and
              deliver
              Collateral (and releases therefor) as provided in Section 20(a) or
              (b) hereof,
              it shall deliver to the Pledgee a certificate signed by a principal
              executive
              officer of such Pledgor stating that the release of the respective
              Collateral is
              permitted pursuant to such Section 20(a) or (b).

             

            (d)           The
              Pledgee shall have no liability whatsoever to any other Secured Creditor
              as a
              result of any release of Collateral by it in accordance with this Section
              20.

          

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            
              Exhibit
                F

            

            page
              21

          

           

           

          21.  NOTICES,
            ETC.  Except as otherwise expressly provided herein, all notices and
            other communications provided for hereunder shall be in writing (including
            telexed, telegraphic or telecopier communication) and mailed, telexed,
            telecopied or delivered:  if to any Pledgor, at c/o Genco Ship
            Management LLC, as agent, 35 West 56th Street,
            New York,
            New York 10019, if to any Lender Creditor, at its address specified opposite
            its
            name on Schedule II to the Credit Agreement; and if to the Pledgee, at
            its
            Notice Office; and, as to each Other Creditor, at such other address
            as shall be
            designated by such Secured Creditor in a written notice to the Borrower
            and the
            Administrative Agent.  All such notices and communications shall, (i)
            when mailed, be effective three Business Days after being deposited in
            the
            mails, prepaid and properly addressed for delivery, (ii) when sent by
            overnight
            courier, be effective one Business Day after delivery to the overnight
            courier
            prepaid and properly addressed for delivery on such next Business Day,
            or (iii)
            when sent by telex or telecopier, be effective when sent by telex or
            telecopier,
            except that notices and communications to the Pledgee or any Pledgor
            shall not
            be effective until received by the Pledgee or such Pledgor, as the case
            may
            be.

           

          
            22.  WAIVER;
              AMENDMENT.  None of the terms and conditions of this Agreement may be
              changed, waived, modified or varied in any manner whatsoever except
              in writing
              duly signed by each Pledgor directly affected thereby and the Pledgee
              (with the
              written consent of the Required Secured Creditors); provided, that any
              change, waiver, modification or variance affecting the rights and benefits
              of a
              single Class (as defined below) of Secured Creditors (and not all Secured
              Creditors in a like or similar manner) shall also require the written
              consent of
              the Requisite Creditors (as defined below) of such affected
              Class.  For the purpose of this Agreement, the term “Class”
shall mean each class of Secured Creditors, i.e., whether (i) the Lender
              Creditors as holders of the Credit Document Obligations or (ii) the
              Other
              Creditors as the holders of the Other Obligations. For the purpose
              of this
              Agreement, the term “Requisite Creditors” of any Class shall mean each of
              (i) with respect to the Credit Document Obligations, the Required Lenders
              and
              (ii) with respect to the Other Obligations, the holders of at least
              a majority
              of all obligations outstanding from time to time under the Interest
              Rate
              Protection Agreements and Other Hedging Agreements with respect to
              outstanding
              Loans (and/or the Commitments) from time to time.

             

            23.  MISCELLANEOUS.  This
              Agreement shall be binding upon the parties hereto and their respective
              successors and assigns and shall inure to the benefit of and be enforceable
              by
              each of the parties hereto and its successors and assigns, provided
              that no
              Pledgor may assign any of its rights or obligations under this Agreement
              except
              in accordance with the terms of the Secured Debt
              Agreements.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
              THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE
              GOVERNED BY
              THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICT OF
              LAWS RULES
              (OTHER THAN TITLE 14 OF ARTICLE 5 OF THE NEW YORK GENERAL OBLIGATIONS
              LAW).  EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ALL RIGHT TO A
              TRIAL BY JURY IN ANY ACTION PROCEEDING OR COUNTERCLAIM ARISING OUT
              OF OR
              RELATING TO THIS AGREEMENT OR THE TRANS­ACTIONS CONTEM­­PLATED
              HEREBY.  The headings in this Agreement are for purposes of
              reference only and shall not limit or define the meaning hereof.  This
              Agreement may be executed in any number of counterparts, each of which
              shall be
              an orig­inal, but all of which shall constitute one
              instrument.  In the event that any provision of this Agreement shall
              prove to be invalid or unenforce­able, such provision shall be deemed to be
              severable from the other provisions of this Agreement which shall remain
              binding
              on all parties hereto.

          

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

           

          
            
              Exhibit
                F

            

            page
              22

          

          
          

           

          24.
            RECOURSE.  This Agreement is made with full recourse to the Pledgors
            and pursuant to and upon all the representations, warranties, covenants
            and
            agreements on the part of the Pledgors contained herein and in the other
            Credit
            Documents and otherwise in writing in connection herewith or
            therewith.

           

          25.
            ADDITIONAL PLEDGORS. It is understood and agreed that any Subsidiary
            of the
            Borrower that is required to become a party to this Agreement after the
            date
            hereof pursuant to the requirements of the Credit Agreement shall automatically
            become a Pledgor hereunder by (x) executing a counterpart hereof and/or
            a
            Subsidiary assumption agreement, in each case in form and  substance
            satisfactory to the Pledgee, (y) delivering supplements to Annexes A
            through F
            hereto as are necessary to cause such Annexes to be complete and accurate
            with
            respect to such additional Pledgor on such date and (z) taking all actions
            as
            specified in Section 3 of this Agreement as would have been taken by
            such
            Pledgor had it been an original party to this Agreement, in each case
            with all
            documents required above to be delivered to the Pledgee and with all
            actions
            required to be taken above to be taken to the reasonable satisfaction
            of the
            Pledgee.

           

          
            26.
              RELEASE OF GUARANTORS.  In the event any Pledgor which is a Subsidiary
              of the Borrower is released from its obligations pursuant to the Subsidiaries
              Guaranty, such Pledgor (so long as not the Borrower) shall be released
              from this
              Agreement and this Agreement shall, as to such Pledgor only, have no
              further
              force or effect.

          

           

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            
              Exhibit
                F

            

            page
              23

          

           

          IN
            WITNESS WHEREOF, each Pledgor and the Pledgee have caused this Agreement
            to be
            executed by their duly elected officers duly authorized as of the date
            first
            above written.

           

          
            	
                     

                  	
                    GENCO
                      SHIPPING & TRADING LIMITED,

                  


          

          
            	
                     

                  	
                    as
                      a Pledgor

                  


          

           

          
            	
                  	
                    By:____________________

                  	 


          

          
            	
                     

                  	
                    Name:

                  


          

          
            	
                     

                  	
                    Title:

                  


          

           

           

          
            	
                     

                  	
                    [______________________]

                  


          

          
            	
                     

                  	
                    as
                      Pledgors

                  


          

           

          
            
              	
                    	
                      By:____________________

                    	 


            

            
              	
                       

                    	
                      Name:

                    


            

            
              	
                       

                    	
                      Title:

                    


            

          

           

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

           

          
            	
                     

                  	
                    Accepted
                      and Agreed to:

                  


          

           

           

          
            	
                     

                  	
                    DNB
                      NOR BANK ASA,

                  


          

          
            	
                  	
                     

                  	
                    NEW
                      YORK BRANCH,

                  


          

          
            	
                  	
                     

                  	
                    as
                      Pledgee

                  


          

           

          
            	
                  	
                    By:_____________________

                  	 


          

          
            	
                  	
                     

                  	
                     Name:

                  


          

          
            	
                  	
                     

                  	
                     Title:

                  


          

           

          
            	
                    By:_____________________

                  	 


          

          
            	
                     

                  	
                    Name:

                  


          

          
            	
                     

                  	
                    Title:

                  


          

           

           

           

           

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

           

           

           

          
            	
                     

                  	
                    Accepted
                      and Agreed to:

                  


          

           

          
            	
                     

                  	
                    NORDEA
                      BANK FINLAND PLC,

                  


          

          
            	
                  	
                     

                  	
                    New
                      York Branch

                  


          

          
            	
                  	
                     

                  	
                    as
                      Deposit Account Bank

                  


          

           

          
            	
                  	
                    By:______________________

                  	 


          

          
            	
                  	
                     

                  	
                     Name:

                  


          

          
            	
                  	
                     

                  	
                     Title:

                  


          

           

          
            	
                  	
                    By:______________________

                  	 


          

          
            	
                     

                  	
                    Name:

                  


          

          
            	
                     

                  	
                    Title:

                  


          

           

           

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          ANNEX
            A

          to


          Pledge
            and Security Agreement

           

          


           

          EXACT
            LEGAL NAME OF EACH PLEDGOR AND JURISDICTION OF

          ORGANIZATION

           

          
            	
                    Name
                      of Pledgor

                  	
                    Jurisdiction
                      of Organization

                  	
                    Organizational
                      ID Number

                  


          

           

           

           

           

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

           

          
            ANNEX
              B

            to


            Pledge
              and Security Agreement

          

           

           

           

          


          LIST
            OF SUBSIDIARIES

          
 

          
            	
                    Pledgor

                  	
                    Direct
                      Subsidiaries

                  


          

          


           

           

           

          
 

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            ANNEX
              C

            to


            Pledge
              and Security Agreement

          

           

           

          LIST
            OF STOCK

           

          


           

          


          
            	
                    Name
                      of Subsidiary

                  	
                    Percent
                      (%)

                    Ownership

                  


          

           

           

           

           

           

           

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          


          
            ANNEX
              D

            to


            Pledge
              and Security Agreement

          

          


           

           

          LIST
            OF LIMITED LIABILITY COMPANY INTERESTS

           

           

           

          
            	
                    Name
                      of Limited
                      

                    Liability
                      Company

                  	
                    Type
                      of Interest

                  	
                    Percentage
                      

                    Owned

                  	
                    Sub-clause
                      of 

                    Section
                      3.2(a) of

                    Borrower/Subsidiary

                    Pledge
                      and Security

                    Agreement
                      

                  
	 	 	 	 
	 	 	 	 
	 	 	 	 


          

           

           

           

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            ANNEX
              E

            to


            Pledge
              and Security Agreement


          

           

          


           

          LIST
            OF PARTNERSHIP INTERESTS

           

           

           

           

           

           

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

           

          
            ANNEX
              F

            to


            Pledge
              and Security Agreement

          

          
 

          LIST
            OF CHIEF EXECUTIVE OFFICES

          


          
            	
                    Name
                      of Pledgor

                  	
                    Address

                  


          

           

           

           

           

          
 

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

           

          
            ANNEX
              G

            to


            Pledge
              and Security Agreement


          

           

          Form
            of Agreement Regarding Uncertificated Securities, Limited
            Liability

          Company
            Interests and Partnership Interests

           

          AGREEMENT
            (as amended, modified or supplemented from time to time, this
“Agreement”), dated as of _______ __, ____, among the undersigned pledgor
            (the “Pledgor”), DNB NOR BANK ASA, New York Branch, not in its individual
            capacity but solely as collateral agent (the “Pledgee”), and __________,
            as the issuer of the Uncertificated Securities, Limited Liability Company
            Interests and/or Partnership Interests (each as defined below) (the
“Issuer”).

           

           

          W
            I T
            N E S S E T H :

           

          WHEREAS,
            the Pledgor, certain of its affiliates and the Pledgee have entered into
            a
            Pledge and Security Agreement, dated as of July 20, 2007 (as amended,
            amended
            and restated, modified or supplemented from time to time, the “Pledge
            Agreement”), under which, among other things, in order to secure the payment
            of the Obligations (as defined in the Pledge Agreement), the Pledgor
            will pledge
            to the Pledgee for the benefit of the Secured Creditors (as defined in
            the
            Pledge Agreement), and grant a first priority security interest in favor
            of the
            Pledgee for the benefit of the Secured Creditors in, all of the right,
            title and
            interest of the Pledgor in and to any and all (1) “uncertificated
            securities” (as defined in Section 8-102(a)(18) of the Uniform Commercial
            Code, as adopted in the State of New York) (“Uncertificated Securities”),
            (2)  Partnership Interests (as defined in the Pledge Agreement) and
            (3) Limited Liability Company Interests (as defined in the Pledge Agreement),
            in
            each case issued from time to time by the Issuer, whether now existing
            or
            hereafter from time to time acquired by the Pledgor (with all of such
            Uncertificated Securities, Partnership Interests and Limited Liability
            Company
            Interests being herein collectively called the “Issuer Pledged
            Interests”); and

           

          WHEREAS,
            the Pledgor desires the Issuer to enter into this Agreement in order
            to protect
            the security interest of the Pledgee under the Pledge Agreement in the
            Issuer
            Pledged Interests, to vest in the Pledgee control of the Issuer Pledge
            Interests
            and to provide for the rights of the parties under this Agreement;

           

          NOW
            THEREFORE, in consideration of the premises and the mutual promises and
            agreements contained herein, and for other valuable consideration, the
            receipt
            and sufficiency of which are hereby acknowledged, the parties hereto
            hereby
            agree as follows:

           

          1.  The
            Pledgor hereby irrevocably authorizes and directs the Issuer, and the
            Issuer
            hereby agrees, to comply with any and all instructions and orders originated
            by
            the Pledgee (and its successors and assigns) regarding any and all of
            the Issuer
            Pledged Interests without the further consent by the registered owner
            (including
            the Pledgor), and, after receiving a notice from the Pledgee stating
            that an
“Event of Default” has occurred and is continuing, not to comply with any
            instructions or orders regarding any or all of the Issuer Pledged Interests
            

           

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

           

          ANNEX
            G

          Page
            2

           

          originated
            by any person or entity other than the Pledgee (and its successors and
            assigns)
            or a court of competent jurisdiction.

           

          2.  The
            Issuer hereby certifies that (i) no notice of any security interest,
            lien or
            other encumbrance or claim affecting the Issuer Pledged Interests (other
            than
            the security interest of the Pledgee) has been received by it, and (ii)
            the
            security interest of the Pledgee in the Issuer Pledged Interests has
            been
            registered in the books and records of the Issuer.

           

          3.  The
            Issuer hereby represents and warrants that (i) the pledge by the Pledgor
            of, and
            the granting by the Pledgor of a security interest in, the Issuer Pledged
            Interests to the Pledgee, for the benefit of the Secured Creditors, does
            not
            violate the charter, by-laws, partner­ship agreement, membership agreement
            or any other agreement governing the Issuer or the Issuer Pledged Interests,
            and
            (ii) the Issuer Pledged Interests are fully paid and nonassessable.

           

          4.  All
            notices, statements of accounts, reports, prospectuses, financial statements
            and
            other communications to be sent to the Pledgor by the Issuer in respect
            of the
            Issuer will also be sent to the Pledgee at the following address:

           

          DnB
            Nor
            Bank ASA,

               New
            York Branch

          200
            Park
            Avenue, 31st
            Floor

          New
            York,
            New York 10166-0396

          Attn:  Nikolai
            Nachamkin

          Telephone:  212-681-3863

          Facsimile:   212-681-3900

           

          5.  Until
            the Pledgee shall have delivered written notice to the Issuer that all
            of the
            Obligations have been paid in full and this Agreement is terminated,
            the Issuer
            will, upon receiving notice from the Pledgee stating that an “Event of
            Default” has occurred and is continuing, send any and all redemptions,
            distributions, interest or other payments in respect of the Issuer Pledged
            Interests from the Issuer for the account of the Pledgor only by wire
            transfers
            to such account as the Pledgee shall instruct.

           

          6.  Except
            as expressly provided otherwise in Sections 4 and 5, all notices, shall
            be sent
            or delivered by mail, telegraph, telex, telecopy, cable or overnight
            courier
            service and all such notices and communications shall, when mailed, telegraphed,
            telexed, telecopied, or cabled or sent by overnight courier, be effective
            when
            deposited in the mails, delivered to the telegraph company, cable company
            or
            courier, as the case may be, or sent by telex or telecopier, except that
            notices
            and communications to the Pledgee, the Pledgor or the Issuer shall not
            be
            effective until received by the Pledgee, the Pledgor or the Issuer, as
            the case
            may be.  All notices and other communications shall be in writ­ing
            and addressed as follows:

           

          (a)           if
            to any Pledgor, at:

           

          c/o
            Genco
            Ship Management LLC,

          35
            West
            56th
            Street

           

           

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

           

          
            ANNEX
              G

            Page
              3

          

           

           

          New
            York,
            NY 10019

          Attention:  John
            Wobensmith

          Telephone
            No.:  646-443-8555

          Telecopier
            No.:  646-552-4052

          


          with
            copies to:

          Seward
            & Kissel LLP

          One
            Battery Park Plaza

          New
            York,
            New York 10004

          Attention:
            Lawrence Rutkowski

          Telephone
            No.: 212-574-1200

          Telecopier
            No.: 212-480-8421

           

          (b)           if
            to the Pledgee, at:

           

          DnB
            Nor
            Bank ASA,

               New
            York Branch

          200
            Park
            Avenue, 31st
            Floor

          New
            York,
            New York 10166-0396

          Attn:  Nikolai
            Nachamkin

           

          Telephone:  212-681-3863

          Facsimile:   212-681-3900

           

          (c)           if
            to the Issuer, at:

           

          ________________________

          ________________________

          ________________________

           

          or
            at
            such other address as shall have been furnished in writing by any Person
            described above to the party required to give notice hereunder.

           

          7.  This
            Agreement shall be binding upon the successors and assigns of the Pledgor
            and
            the Issuer and shall inure to the benefit of and be enforceable by the
            Pledgee
            and its successors and assigns.  This Agreement may be executed in any
            number of counterparts, each of which shall be an original, but all of
            which
            shall constitute one instrument.  In the event that any provision of
            this Agreement shall prove to be invalid or unenforceable, such provision
            shall
            be deemed to be severable from the other provisions of this Agreement
            which
            shall remain binding on all parties hereto.  None of the terms and
            conditions of this Agreement may be changed, waived, modified or varied
            in the
            manner whatsoever except in writing signed by the Pledgee, the Issuer
            and the
            Pledgor.

           

          8.  This
            Agreement shall be governed by and construed in accordance with the laws
            of the
            State of New York, without regard to its principles of conflict of laws
            (other
            than Title 14 of Articles 5 of the New York General Obligations
            Law.

           

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

           
            
            ANNEX
              G

            Page
              4

             

             

          

           

          IN
            WITNESS WHEREOF, the Pledgor, the Pledgee and the Issuer have caused
            this
            Agreement to be executed by their duly elected officers duly authorized
            as of
            the date first above written.

           

          [______________________],

          as
            Pledgor

           

          By_____________________________

          Name:

          Title:

           

          
            	
                     

                  	
                    DNB
                      NOR BANK ASA, NEW YORK BRANCH,

                  


          

          
            	
                  	
                     

                  	
                    not
                      in its individual capacity but solely as
                      Pledgee

                  


          

          By_____________________________

          Name:

          Title:

           

          By_____________________________

          Name:

          Title:

           

          


          [________________________],

          the
            Issuer

           

          By_____________________________

          Name:

          Title:

           

           

           

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

           

           
            ANNEX
              H

            to

            Pledge
              and Security Agreement

          

          


           

          Form
            of Control Agreement Regarding Deposit Accounts

          


          


          CONTROL
            AGREEMENT REGARDING DEPOSIT ACCOUNTS (as amended, modified or supplemented
            from
            time to time, this “Agreement”), dated as of _______ __, ____, among the
            undersigned assignor (the “Assignor”), DNB NOR BANK ASA, New York Branch,
            not in its individual capacity but solely as Collateral Agent (the
“Collateral Agent”) and NORDEA BANK FINLAND, PLC, New York Branch, as the
            deposit account bank (the “Deposit Account Bank”), as the bank (as
            defined in Section 9-102 of the UCC as in effect on the date hereof in
            the State
            of _______________ (the “UCC”)) with which one or more deposit accounts
            (as defined in Section 9-102 of the UCC) are maintained by the Assignor
            (with
            all such deposit accounts now or at any time in the future maintained
            by the
            Assignor with the Deposit Account Bank being herein called the “Deposit
            Accounts”).

           

           

          W
            I T
            N E S S E T H :

           

          WHEREAS,
            the Assignor, various other Assignors and the Collateral Agent have entered
            into
            a Pledge and Security Agreement, dated as of July 20, 2007 (as amended,
            amended
            and restated, modified or supplemented from time to time, the “Pledge and
            Security Agreement”), under which, among other things, in order to secure
            the payment of the Obligations (as defined in the Pledge and Security
            Agreement), the Assignor has granted a first priority security interest
            to the
            Collateral Agent for the benefit of the Secured Creditors (as defined
            in the
            Pledge and Security Agreement) in all of the right, title and interest
            of the
            Assignor in and into any and all deposit accounts (as defined in Section
            9-102
            of the UCC) and in all monies, securities, instruments and other investments
            deposited therein from time to time (collectively, herein called the
            “Collateral”); and

           

          WHEREAS,
            the Assignor desires that the Deposit Account Bank enter into this Agreement
            in
            order to establish “control” (as defined in Section 9-104 of the UCC) in
            each Deposit Account at any time or from time to time maintained with
            the
            Deposit Account Bank, and to provide for the rights of the parties under
            this
            Agreement with respect to such Deposit Accounts;

           

          NOW
            THEREFORE, in consideration of the premises and the mutual promises and
            agreements contained herein, and for other valuable consideration, the
            receipt
            and sufficiency of which are hereby acknowledged, the parties hereto
            hereby
            agree as follows:

           

          1.           Assignor’s
            Dealings with Deposit Accounts; Notice of Exclusive Control. Until the
            Deposit Account Bank shall have received from the Collateral Agent a
            Notice of
            Exclusive Control (as defined below), the Assignor shall be entitled
            to present
            items drawn on and otherwise to withdraw or direct the disposition of
            funds from
            the Deposit Accounts and give instructions in respect of the Deposit
            Accounts;
provided, however, that the Assignor may not, 

           

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          ANNEX
            H

          Page
            2

           

           

           

          and
            the
            Deposit Account Bank agrees that it shall not permit the Assignor to,
            without
            the Collateral Agent’s prior written consent, close any Deposit
            Account.  If upon the occurrence and during the continuance of an
            Event of Default (as defined in the Pledge and Security Agreement) the
            Collateral Agent shall give to the Deposit Account Bank a notice of the
            Collateral Agent’s exclusive control of the Deposit Accounts, which notice
            states that it is a “Notice of Exclusive Control” (a “Notice of Exclusive
            Control”), only the Collateral Agent shall be entitled to withdraw funds
            from the Deposit Accounts, to give any instructions in respect of the
            Deposit
            Accounts and any funds held therein or credited thereto or otherwise
            to deal
            with the Deposit Accounts.

           

          2.           Collateral
            Agent’s Right to Give Instructions as to Deposit
            Accounts.  (a)  Notwithstanding the foregoing or any
            separate agreement that the Assignor may have with the Deposit Account
            Bank, the
            Collateral Agent shall be entitled, following the occurrence and during
            the
            continuance of an Event of Default for purposes of this Agreement, at
            any time
            to give the Deposit Account Bank instructions as to the withdrawal or
            disposition of any funds from time to time credited to any Deposit Account,
            or
            as to any other matters relating to any Deposit Account or any other
            Collateral,
            without further consent from the Assignor.  The Assignor hereby
            irrevocably authorizes and instructs the Deposit Account Bank, and the
            Deposit
            Account Bank hereby agrees, to comply with any such instructions from
            the
            Collateral Agent without any further consent from the Assignor.  Such
            instructions may include the giving of stop payment orders for any items
            being
            presented to any Deposit Account for payment.  The Deposit Account
            Bank shall be fully entitled to rely on, and shall comply with,  such
            instructions from the Collateral Agent even if such instructions are
            contrary to
            any instructions or demands that the Assignor may give to the Deposit
            Account
            Bank.  In case of any conflict between instructions received by the
            Deposit Account Bank from the Collateral Agent and the Assignor, the
            instructions from the Collateral Agent shall prevail.

           

          (b)           It
            is understood and agreed that the Deposit Account Bank’s duty to comply with
            instructions from the Collateral Agent regarding the Deposit Accounts
            is
            absolute, and the Deposit Account Bank shall be under no duty or obligation,
            nor
            shall it have the authority, to inquire or determine whether or not such
            instructions are in accordance with the Pledge and Security Agreement
            or any
            other Credit Document (as defined in the Pledge and Security Agreement),
            nor
            seek confirmation thereof from the Assignor or any other Person.

           

          3.           Assignor’s
            Exculpation and Indemnification of Depository Bank.  The Assignor
            hereby irrevocably authorizes and instructs the Deposit Account Bank
            to follow
            instructions from the Collateral Agent regarding the Deposit Accounts
            even if
            the result of following such instructions from the Collateral Agent is
            that the
            Deposit Account Bank dishonors items presented for payment from any Deposit
            Account.  The Assignor further confirms that the Deposit Account Bank
            shall have no liability to the Assignor for wrongful dishonor of such
            items in
            following such instructions from the Collateral Agent.  The Deposit
            Account Bank shall have no duty to inquire or determine whether the Assignor’s
            obligations to the Collateral Agent are in default or whether the Collateral
            Agent is entitled, under any separate agreement between the Assignor
            and the
            Collateral Agent, to give any such instructions.  The Assignor further
            agrees to be responsible for the Deposit Account Bank’s customary charges and


           

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            ANNEX
              H

            Page
              3

          

           

           

          to
            indemnify the Deposit Account Bank from and to hold the Deposit Account
            Bank
            harmless against any loss, cost or expense that the Deposit Account Bank
            may
            sustain or incur in acting upon instructions which the Deposit Account
            Bank
            believes in good faith to be instructions from the Collateral Agent excluding
            any loss, cost or expense to the extent incurred as a direct result of
            the gross
            negligence or willful misconduct of the Deposit Account Bank.

           

          4.           Subordination
            of Security Interests; Deposit Account Bank’s Recourse to Deposit
            Accounts.  The Deposit Account Bank hereby subordinates any claims
            and security interests it may have against, or with respect to, any Deposit
            Account at any time established or maintained with it by the Assignor
            (including
            any amounts, investments, instruments or other Collateral from time to
            time on
            deposit therein) to the security interests of the Collateral Agent (for
            the
            benefit of the Secured Creditors) therein, and agrees that no amounts
            shall be
            charged by it to, or withheld or set-off or otherwise recouped by it
            from, any
            Deposit Account of the Assignor or any amounts, investments, instruments
            or
            other Collateral from time to time on deposit therein; provided that
            the Deposit
            Account Bank may, however, from time to time debit the Deposit Accounts
            for any
            of its customary charges in maintaining the Deposit Accounts or for
            reimbursement for the reversal of any provisional credits granted by
            the Deposit
            Account Bank to any Deposit Account, to the extent, in each case, that
            the
            Assignor has not separately paid or reimbursed the Deposit Account Bank
            therefor.

           

          5.           Representations,
            Warranties and Covenants of Deposit Account Bank.  The Deposit
            Account Bank represents and warrants to the Collateral Agent that:

           

          (a)           The
            Deposit Account Bank constitutes a “bank” (as defined in Section 9-102 of
            the UCC), that the jurisdiction (determined in accordance with Section
            9-304 of
            the UCC) of the Deposit Account Bank for purposes of each Deposit Account
            maintained by the Assignor with the Deposit Account Bank shall be one
            or more
            States within the United States.

           

          (b)           The
            Deposit Account Bank shall not permit any Assignor to establish any demand,
            time, savings, passbook or other account with it which does not constitute
            a
“deposit account” (as defined in Section 9-102 of the UCC).

           

          (c)  The
            account agreements between the Deposit Account Bank and the Assignor
            relating to
            the establishment and general operation of the Deposit Accounts provide,
            whether
            specifically or generally, that the laws of New York govern secured transactions
            relating to the Deposit Accounts and that the Deposit Account Bank’s
“jurisdiction” for purposes of Section 9-304 of the UCC in respect of the
            Deposit Accounts is New York.  The Deposit Account Bank will not,
            without the Collateral Agent’s prior written consent, amend any such account
            agreement so that the Deposit Account Bank’s jurisdiction for purposes of
            Section 9-304 of the UCC is other than a jurisdiction permitted pursuant to
            preceding clause (a).  All account agreements in respect of each
            Deposit Account in existence on the date hereof are listed on Annex A
            hereto and
            copies of all such account agreements have been furnished to the Collateral
            Agent.  The Deposit Account Bank will promptly furnish to the
            Collateral Agent a copy of the account agreement for each Deposit Account
            hereafter established by the Deposit Account Bank for the Assignor.

           

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

           
            ANNEX
              H

            Page
              4

          

           

           

          (d)           The
            Deposit Account Bank has not entered and will not enter, into any agree­ment
            with any other Person by which the Deposit Account Bank is obligated
            to comply
            with instructions from such other Person as to the disposition of funds
            from any
            Deposit Account or other dealings with any Deposit Account or other of
            the
            Collateral.

           

          (e)           On
            the date hereof the Deposit Account Bank maintains no Deposit Accounts
            for the
            Assignor other than the Deposit Accounts specifically identified in Annex
            A
            hereto.

           

          (f)           Any
            items or funds received by the Deposit Account Bank for the Assignor’s account
            will be credited to said Deposit Accounts specified in paragraph (e)
            above or to
            any other Deposit Accounts hereafter established by the Deposit Account
            Bank for
            the Assignor in accordance with this Agreement.

           

          (g)           The
            Deposit Account Bank will promptly notify the Collateral Agent of each
            Deposit
            Account hereafter established by the Deposit Account Bank for the Assignor
            (which notice shall specify the account number of such Deposit Account
            and the
            location at which the Deposit Account is maintained), and each such new
            Deposit
            Account shall be subject to the terms of this Agreement in all
            respects.

           

          6.           Deposit
            Account Statements and Information.  The Deposit Account Bank
            agrees, and is hereby authorized and instructed by the Assignor, to furnish
            to
            the Collateral Agent, at its address indicated below, copies of all account
            statements and other information relating to each Deposit Account that
            the
            Deposit Account Bank sends to the Assignor and to disclose to the Collateral
            Agent all information requested by the Collateral Agent regarding any
            Deposit
            Account.

           

          7.           Conflicting
            Agreements.  This Agreement shall have control over any
            conflicting agreement between the Deposit Account Bank and the
            Assignor.

           

          8.           Merger
            or Consolidation of Deposit Account Bank.  Without the execution
            or filing of any paper or any further act on the part of any of the parties
            hereto, any bank into which the Deposit Account Bank may be merged or
            with which
            it may be consolidated, or any bank resulting from any merger to which
            the
            Deposit Account Bank shall be a party, shall be the successor of the
            Deposit
            Account Bank hereunder and shall be bound by all provisions hereof which
            are
            binding upon the Deposit Account Bank and shall be deemed to affirm as
            to itself
            all representations and warranties of the Deposit Account Bank contained
            herein.

           

          9.           Notices.  (a)  All
            notices and other communications provided for in this Agreement shall
            be in
            writing (including facsimile) and sent to the intended recipient at its
            address
            or telex or facsimile number set forth below:

           

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

           
            
            ANNEX
              H

            Page
              5

          

           

           

           

          If
            to
            the Collateral Agent, at:

           

          DnB
            Nor
            Bank ASA,

               New
            York Branch

          200
            Park
            Avenue, 31st
            Floor

          New
            York,
            New York 10166-0396

          Attn:  Nikolai
            Nechamkin

          Telephone:  212-681-3863

          Facsimile:   212-681-3900


           

           

          If
            to
            the Assignor, at:

           

          ____________

          ____________

          ____________

          


           

          If
            to
            the Deposit Account Bank, at:

           

          Nordea
            Bank Finland, Plc,

               New
            York Branch

          437
            Madison Avenue

          21st
            Floor

          New
            York,
            New York 10022

          Attention:  Hans
            Chr. Kjelsrud

          Telephone:  (212)
            318 9634

          Facsimile:   (212)
            421 4420

          


           

           

          or,
            as to
            any party, to such other address or telex or facsimile number as such
            party may
            designate from time to time by notice to the other parties.

           

          (b)           Except
            as otherwise provided herein, all notices and other communications hereunder
            shall be delivered by hand or by commercial overnight courier (delivery
            charges
            prepaid), or mailed, postage prepaid, or telexed or faxed, addressed
            as
            aforesaid, and shall be effective (i) three business days after being
            deposited
            in the mail (if mailed), (ii) when delivered (if delivered by hand or
            courier)
            and (iii) or when transmitted with receipt confirmed (if telexed or faxed);
            provided that notices to the Collateral Agent shall not be effective
            until actually received by it.

           

          10.           Amendment.  This
            Agreement may not be amended, modified or supplemented except in writing
            executed and delivered by all the parties hereto.

           

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

           
            ANNEX
              H

            Page
              6

          

           

           

          11.           Binding
            Agreement.  This Agreement shall bind the parties hereto and their
            successors and assign and shall inure to the benefit of the parties hereto
            and
            their successors and assigns.  Without limiting the provisions of the
            immediately preceding sentence, the Collateral Agent at any time or from
            time to
            time may designate in writing to the Deposit Account Bank a successor
            Collateral
            Agent (at such time, if any, as such entity becomes the Collateral Agent
            under
            the Pledge and Security Agreement, or at any time thereafter) who shall
            thereafter succeed to the rights of the existing Collateral Agent hereunder
            and
            shall be entitled to all of the rights and benefits provided
            hereunder.

           

          12.           Continuing
            Obligations.  The rights and powers granted herein to the
            Collateral Agent have been granted in order to protect and further perfect
            its
            security interests in the Deposit Accounts and other Collateral and are
            powers
            coupled with an interest and will be affected neither by any purported
            revocation by the Assignor of this Agreement or the rights granted to
            the
            Collateral Agent hereunder or by the bankruptcy, insolvency, conservatorship
            or
            receivership of the Assignor or the Deposit Account Bank or by the lapse
            of
            time.  The rights of the Collateral Agent hereunder and in respect of
            the Deposit Accounts and the other Collateral, and the obligations of
            the
            Assignor and Deposit Account Bank hereunder, shall continue in effect
            until the
            security interests of Collateral Agent in the Deposit Accounts and such
            other
            Collateral have been terminated and the Collateral Agent has notified
            the
            Deposit Account Bank of such termination in writing.

           

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

           

          14.           Counterparts.     
            This Agreement may be executed in any number of counterparts, all of
            which shall
            constitute one and the same instrument, and any party hereto may execute
            this
            Agreement by signing and delivering one or more counterparts.

           

          15.           Termination.       
            This Agreement and the security interest created hereby shall terminate
            on the
            date on which the Collateral Agent shall have given the Deposit Account
            Bank
            written notice that this Agreement shall have terminated.

           

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

           

          
            ANNEX
              H

            Page
              7

          

           

           

          IN
            WITNESS WHEREOF, the parties hereto have duly executed and delivered
            this
            Agreement as of the date first written above.

           

          
            	
                     

                  	
                    Assignor:

                  


          

          


          
             

            
              	
                       

                    	
                      [NAME
                        OF ASSIGNOR]

                    


            

             

          

          
            	
                     

                  	
                    By:______________________

                  


          

          
            	
                     

                  	
                    Name:

                  


          

          
            	
                     

                  	
                    Title:

                  


          

          


          
             

            
              	
                       

                    	
                      Collateral
                        Agent:

                    


            

             

          

          
            	
                     

                  	
                    DNB
                      NOR BANK ASA, NEW YORK BRANCH,

                  


          

           

          
            	
                     

                  	
                    as
                      Collateral Agent

                  


          

           

          
            	
                     

                  	
                    By:______________________

                  


          

          
            	
                     

                  	
                    Name:

                  


          

          
            	
                     

                  	
                    Title:

                  


          

          


           

          
            	
                     

                  	
                    By:______________________

                  


          

          
            	
                     

                  	
                    Name:

                  


          

          
            	
                     

                  	
                    Title:

                  


          

           

           

          
            	
                     

                  	
                    Deposit
                      Account Bank:

                  


          

           

          
            	
                     

                  	
                    NORDEA
                      BANK FINLAND PLC, NEW YORK BRANCH, as Deposit Account
                      Bank

                  


          

           

           

          
            
              	
                       

                    	
                      By:______________________

                    


            

            
              	
                       

                    	
                      Name:

                    


            

            
              	
                       

                    	
                      Title:

                    


            

             

            
               

              
                	
                         

                      	
                        By:______________________

                      


              

              
                	
                         

                      	
                        Name:

                      


              

              
                	
                         

                      	
                        Title:

                      


              

            

          

           

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

           

           

          
            	
                     

                  	
                    Annex
                      I

                  


          

           

          Operating
            Accounts

           

          
            	
                                    Assignor

                  	
                    Account
                      Number

                  
	 	 


          

          


          
 

        

        

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

                    

                        Exhibit
                  G      
      

                        
      
    

            

          


          


           

          SOLVENCY
            CERTIFICATE

           

          I,
            the
            undersigned, the Chief Financial Officer of Genco Shipping & Trading Limited
            (the “Company”), do hereby certify in such capacity and on behalf of the
            Company that:

           

          1.  This
            Certificate is furnished to the Administrative Agent and each of the
            Lenders
            pursuant to Section 5.08 of the Credit Agreement, dated as of July __,
            2007,
            among Genco Shipping & Trading Limited, the Lenders party hereto from time
            to time, DnB Nor Bank ASA, New York Branch, as Administrative Agent and
            as
            Collateral Agent under the Security Documents (such Credit Agreement,
            as in
            effect on the date of this Certificate, being herein called the “Credit
            Agreement”).  Unless otherwise defined herein, capitalized terms
            used in this Certificate shall have the meanings set forth in the Credit
            Agreement.

           

          2.  For
            purposes of this Certificate, the terms below shall have the following
            definitions:

           

          
            	
                     

                  	
                    (a)

                  	
                    “Fair
                      Value”

                  


          

           

          The
            amount at which the assets, in their entirety, of each of the Company
            on a
            stand-alone basis, and the Company and its Subsidiaries taken as a whole,
            would
            change hands between a willing buyer and a willing seller, within a commercially
            reasonable period of time, each having reasonable knowledge of the relevant
            facts, with neither being under any compulsion to act.

           

          
            	
                     

                  	
                    (b)

                  	
                    “Present
                      Fair Salable Value”

                  


          

           

          The
            amount that could be obtained by an independent willing seller from an
            independent willing buyer if the assets of each of the Company on a stand-alone
            basis, and the Company and its Subsidiaries taken as a whole, are sold
            with
            reasonable promptness under normal selling conditions in a current
            market.

           

          
            	
                     

                  	
                    (c)

                  	
                    “New
                      Financing”

                  


          

           

          The
            Indebtedness incurred or to be incurred by the Company and its Subsidiaries
            under the Documents and all other financing contemplated by the Documents
            (including, without limitation, the Credit Documents).

           

          
            	
                     

                  	
                    (d)

                  	
                    “Stated
                      Liabilities”

                  


          

           

          The
            recorded liabilities that would be recorded in accordance with generally
            accepted accounting principles (“GAAP”) of the Company on a stand-alone
            basis and of the Company and its Subsidiaries taken as a whole as of
            the date
            hereof after giving effect to all of the Vessel Acquisitions, determined
            in
            accordance with GAAP consistently applied, together with the amount of
            all New
            Financing.

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          Exhibit
            G

           Page
            2

           

           

          
            	
                     

                  	
                    (e)

                  	
                    “Identified
                      Contingent Liabilities”

                  


          

           

          The
            maximum estimated amount of liabilities reasonably likely to result from
            pending
            litigation, asserted claims and assessments, guaranties, uninsured risks
            and
            other contingent liabilities of each of the Company on a stand-alone
            basis, and
            the Company and its Subsidiaries taken as a whole, after giving effect
            to all
            the Vessel Acquisitions, as identified and explained in terms of their
            nature
            and estimated magnitude by responsible officers of the Company and its
            Subsidiaries or that have been identified as such by an officer of the
            Company
            or any of its Subsidiaries.

           

          
            	
                     

                  	
                    (f)

                  	
                    “Will
                      be able to pay its Stated Liabilities and Identified Contingent
                      Liabilities, as they mature”

                  


          

           

          For
            the
            period from the date hereof through the stated maturity of all the New
            Financing, each of the Company on a stand-alone basis, and the Company
            and its
            Subsidiaries taken as a whole, will have sufficient assets and cash flow
            to pay
            its Stated Liabilities and Identified Contingent Liabilities as those
            liabilities mature or otherwise become payable.

           

          
            	
                     

                  	
                    (g)

                  	
                    “Does
                      not have Unreasonably Small
                      Capital”

                  


          

           

          For
            the
            period from the date hereof through the stated maturity of all the New
            Financing, each of the Company on a stand-alone basis, and the Company
            and its
            Subsidiaries taken as a whole, after consummation of all of the Vessel
            Acquisitions and all Indebtedness being incurred or assumed and Liens
            created by
            the Company and its Subsidiaries in connection therewith, is a going
            concern and
            has sufficient capital to ensure that it will continue to be a going
            concern for
            such period and to remain a going concern.

           

          3.  For
            purposes of this Certificate, I, or other officers of the Company and
            its
            Subsidiaries under my direction and supervision, have performed the following
            procedures as of and for the periods set forth below.

           

          
            	
                     

                  	
                    (a)

                  	
                    I
                      have reviewed the balance sheets referred to in Section 9.05
                      of the Credit
                      Agreement.

                  


          

           

          
            	
                     

                  	
                    (b)

                  	
                    I
                      have made inquiries of certain officials of the Company and
                      its
                      Subsidiaries who have responsibility for financial and accounting
                      matters
                      regarding the existence and amount of Identified Contingent
                      Liabilities
                      associated with the business of the Company and its
                      Subsidiaries.

                  


          

           

          
            	
                     

                  	
                    (c)

                  	
                    I
                      have knowledge of and have reviewed to my satisfaction the
                      Credit
                      Documents and the other Documents, and the respective Schedules
                      and
                      Exhibits thereto.

                  


          

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

         

        
          
            Exhibit
              G

             Page
              3

          

           

          
            	
                     

                  	
                    (d)

                  	
                    With
                      respect to Identified Contingent Liabilities,
                      I:

                  


          

           

          (i)           inquired
            of certain officials of the Company and its Subsidiaries who have responsibility
            for legal, financial and accounting matters as to the existence and estimated
            liability with respect to all contingent liabilities known to them;
            and

           

          (ii)           confirmed
            with officers of the Company and its Subsidiaries that, to the best of
            such
            officers’ knowledge, all appropriate items were included in Identified
            Contingent Liabilities and the amounts relating thereto were the maximum
            estimated amount of liabilities reasonably likely to result therefrom
            as of the
            date hereof.

           

          
            	
                     

                  	
                    (e)

                  	
                    I
                      have made inquiries of certain officers of the Company and
                      its
                      Subsidiaries who have responsibility for financial reporting
                      and
                      accounting matters regarding whether they were aware of any
                      events or
                      conditions that, as of the date hereof, would cause either
                      the Company on
                      a stand-alone basis, or the Company and its Subsidiaries taken
                      as a whole,
                      in either case after giving effect to all of the Vessel Acquisitions
                      and
                      the related financing transactions (including the incurrence
                      of the New
                      Financing), to (i) have assets with a Fair Value or Present
                      Fair Salable
                      Value that are less than the sum of Stated Liabilities and
                      Identified
                      Contingent Liabilities; (ii) have Unreasonably Small Capital;
                      or (iii) not
                      be able to pay its Stated Liabilities and Identified Contingent
                      Liabilities as they mature or otherwise become
                      payable.

                  


          

           

          4.  Based
            on and subject to the foregoing, I, in my capacity as the chief financial
            officer of the Company, hereby certify on behalf of the Company that,
            after
            giving effect to all of the Vessel Acquisitions and the related financing
            transactions (including the incurrence of the New Financing), it is my
            informed
            opinion that (i) the Fair Value of the assets of each of the Company
            on a
            stand-alone basis, and the Company and its Subsidiaries taken as a whole,
            is
            greater than its Stated Liabilities and Identified Contingent Liabilities;
            (ii)
            the Present Fair Salable Value of the assets of each of the Company on
            a
            stand-alone basis, and the Company and its Subsidiaries taken as a whole,
            is
            greater than its Stated Liabilities and Identified Contingent Liabilities;
            (iii)
            each of the Company on a stand-alone basis, and the Company and its Subsidiaries
            taken as a whole, will be able to pay its Stated Liabilities and Identified
            Contingent Liabil­ities, as they mature or otherwise become payable; and
            (iv) neither the Company on a stand-alone basis, nor the Company and
            its
            Subsidiaries taken as a whole, has Unreasonably Small Capital.

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

           

          Exhibit
            G

           Page
            4

           

          



          IN
            WITNESS WHEREOF, I have hereto on behalf of the Company set my hand this
            __ day
            of July, 2007.

           

           

          GENCO
            SHIPPING & TRADING LIMITED

          


           

           

                                             
            By:___________________

                                 
            Name:

                                 
            Title

           

           

          

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

                      

                                    EXHIBIT
                    H-1              
    

              

            



          
            ASSIGNMENT
              OF EARNINGS

            


            [VESSEL]

            Official
              Number [OFFICIAL NUMBER]

            


            THIS
              EARNINGS ASSIGNMENT, dated [CLOSING DATE], is given by [SHIPOWNER],
              a Marshall
              Islands corporation and registered under Part XI of the Hong Kong Companies
              Ordinance having its principal place of business at 15th Floor, Tower
              One, Lippo
              Centre, 89 Queensway, Hong Kong (the “Assignor”), in favor of DNB NOR BANK ASA,
              NEW YORK BRANCH, a bank incorporated under the laws of the Kingdom
              of Norway,
              acting through its New York branch, with offices at 200 Park Avenue,
              New York,
              New York 10166-0396, as Collateral Agent under the Credit Agreement
              referred to
              below (the “Assignee”).  Except as otherwise defined herein,
              capitalized terms used herein and defined in the Credit Agreement (as
              defined
              below) shall be used herein as so defined.

            


            RECITALS

            


            A.           The
              Assignor is the sole owner of the Hong Kong flag vessel [VESSEL], Official
              Number [OFFICIAL NUMBER] (the “Vessel”).

            


            B.           Genco
              Shipping & Trading Limited, a Marshall Islands corporation (the “Borrower”)
              has entered into a Credit Agreement dated as of July __, 2007 (as the
              same may
              be amended, supplemented or otherwise modified from time to time, the
“Credit
              Agreement”) among (i) various Lenders referred to therein, (ii) the Assignee,
              as
              Administrative Agent, mandated lead arranger, bookrunner and Collateral
              Agent,
              providing for the making of revolving loans to the Borrower in the
              principal
              amount of up to One Billion Three Hundred Seventy Seven Million United
              States
              Dollars (U.S. $1,377,000,000) (the Lenders, the Administrative Agent
              and
              Collateral Agent, collectively, the “Lender Creditors”).

            


            C.           The
              Assignor is a wholly-owned subsidiary of the Borrower.

            


            D.           The
              Borrower may at any time and from time to time enter into, or guaranty
              the
              obligations of one or more Subsidiary Guarantors or any of their respective
              Subsidiaries under, one or more Interest Rate Protection Agreements
              or Other
              Hedging Agreements with respect to the Loan (and/or the Commitments)
              with one or
              more Lenders or any Affiliate thereof (each such Lender or Affiliate,
              even if
              the respective Lender subsequently ceases to be a Lender under the
              Credit
              Agreement for any reason, together with such Lender’s or Affiliate’s successors
              and assigns, if any, collectively, the “Other Creditors” and, together with the
              Lender Creditors, the “Secured Creditors”).

            


            E.           The
              Assignor has entered into the Guaranty in favor of the Secured Creditors
              pursuant to which the Assignor has guaranteed (i) to the Lender Creditors,
              all
              obligations of the Borrower under the Credit Agreement and each other
              Credit
              Document to which the Borrower is a party, and (ii) to each of the
              Other
              Creditors, all obligations of the Borrower under each Interest Rate
              Protection
              Agreement and each Other Hedging Agreement entered into with respect
              to the Loan
              (and/or the Commitments), and the Assignor has granted the Assignee
              a first
              priority Hong Kong Mortgage together with a deed of covenants collateral
              thereto
              (together, the “Mortgage”) on the Vessel to secure, among other things, its
              obligations under the Guaranty.

            


            F.           It
              is a condition to the obligation of the Lenders to advancing the Loan
              in respect
              of the Capesize Vessels to the Borrower under the Credit Agreement
              that the
              Assignor enters into this

             

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

             

             

             Assignment
              as security for its obligations under the Guaranty.

            


            NOW,
              THEREFORE, the parties hereto agree as follows:

            
 

            Section
              1.            As
              security for all amounts due and to become due to the Secured Creditors
              under
              the Guaranty, the Assignor as beneficial owner hereby grants, sells,
              conveys,
              assigns, transfers, mortgages and pledges to the Assignee, and unto
              the
              Assignee’s successors and assigns, all its right, title, interest, claim and
              demand in and to, and hereby also grants unto the Assignee a security
              interest
              in and to (the following clauses (i) through (vi), collectively, the
“Earnings
              Collateral”) (i) the earnings of the Vessel, including, but not limited to, all
              freight, hire and passage moneys, proceeds of off-hire insurance, any
              other
              moneys earned and to be earned, due or to become due, or paid or payable
              to, or
              for the account of, the Assignor, of whatsoever nature, arising out
              of or as a
              result of the ownership, use, operation or management by the Assignor
              or its
              agents of the Vessel, (ii) all moneys and claims for moneys due and
              to become
              due to the Assignor under and all claims for damages arising out of
              the breach
              (or payments for variation or termination) of any charter, or contract
              relating
              to or under which is employed the Vessel, any and all other present
              and future
              charter parties, contracts of affreightment, and operations of every
              kind
              whatsoever of the Vessel, and in and to any and all claims and causes
              of action
              for money, loss or damages that may now and hereafter accrue or belong
              to the
              Assignor, its successors or assigns, arising out of or in any way connected
              with
              the present or future ownership, use, operation or management of the
              Vessel or
              arising out of or in any way connected with the Vessel, (iii) if the
              Vessel is
              employed on terms whereby any money falling within clauses (i) or (ii)
              above are
              pooled or shared with any other Person, that proportion of the net
              receipts of
              the pooling or sharing arrangements which is attributable to the Vessel,
              (iv)
              all moneys and claims for moneys due and to become due to the Assignor,
              and all
              claims for damages, in respect of the actual or constructive total
              loss of or
              requisition of use of or title to the Vessel, (v) all moneys and claims
              for
              moneys due in respect of demurrage or detention, and (vi) any proceeds
              of any of
              the foregoing.

            


            Section
              2.             The
              Assignor covenants that (i) it will have all the earnings and other
              moneys
              hereby assigned paid over promptly to such Operating Account as the
              Collateral
              Agent may specify in writing from time to time; (ii) it will promptly
              notify in
              writing substantially in the form of Exhibit A hereto, and deliver
              a duplicate
              copy of such notice to the Assignee, each of the Assignor’s agents and
              representatives into whose hands or control may come any earnings and
              moneys
              hereby assigned, informing each such Person of this Assignment and
              instructing
              such addressee to remit promptly to such Operating Account all earnings
              and
              moneys hereby assigned which may come into such Person’s hands or control and to
              continue to make such remittances until such time as such Person may
              receive
              written notice or instructions to the contrary directly from the Assignee;
              and
              (iii) it will instruct each such Person to acknowledge directly to
              the Assignee
              receipt of the Assignor’s written notification and the
              instructions.

             

            Section
              3.            
Anything herein contained to the contrary notwithstanding, the
              Assignee, or its
              respective successors and assigns, shall have no obligation or liability
              under
              any agreement, including any charter or contract of affreightment by
              reason of
              or arising out of this Assignment, or out of any Charter Assignment
              (as defined
              below) made pursuant to Section 6 hereof, and the Assignee, its respective
              successors and assigns, shall not be required or obligated in any manner
              to
              perform or fulfill any obligations of the Assignor under or pursuant
              to any
              agreement, including any charter or contract of affreightment, or to
              make any
              payment or to make any inquiry as to the nature or sufficiency of any
              payment
              received by the Assignee or to present or file any claim, or to take
              any other
              action to collect or enforce the payment of any amounts which may have
              been
              assigned to it or to which it may be entitled hereunder at any time
              or
              times.

             

             

             

            
              
                2

              

              
                
                

                
                  

                

              

              
                
                

              

            

            


            Section
              4.             The
              Assignor hereby constitutes the Assignee, its successors and assigns,
              its true
              and lawful attorney-in-fact, irrevocably, with full power, in the name
              of the
              Assignor or otherwise, upon the occurrence and continuance of a Default
              or an
              Event of Default, to ask, require, demand, receive, compound and give
              acquittance for any and all moneys and claims for moneys due and to
              become due,
              property and rights hereby assigned, to endorse any checks or other
              instruments
              or orders in connection therewith and to file any document or to take
              any action
              or institute any proceedings which the Assignee and its successors
              and assigns
              may reasonably deem necessary or advisable in the premises.

            


            Section
              5.             The
              powers and authorities granted to the Assignee and its successors or
              assigns
              herein have been given for valuable consideration and are hereby declared
              to be
              irrevocable.

            


            Section
              6.            The
              Assignor hereby agrees that at any time and from time to time, upon
              entering
              into any charter or contract of affreightment or other agreement for
              employment
              of the Vessel of whatsoever nature for a period of twelve (12) months
              or longer
              including permitted extensions and renewals, it will promptly and duly
              execute
              and deliver to and in favor of the Assignee at the cost and expense
              of the
              Assignor a Charter Assignment in respect of such charter to the Assignee
              substantially in the form attached as Exhibit B hereto (the “Charter
              Assignment”) and it will promptly execute and deliver any and all such further
              instruments and documents as the Assignee, and its successors or assigns,
              may
              reasonably require in order to obtain the full benefits of this Assignment,
              the
              Charter Assignment and of the rights and powers herein and therein
              granted.  The Assignor covenants to use its commercially reasonable
              efforts to obtain the consent of the charterer under said charter to
              the Charter
              Assignment pursuant to the terms of the Charter Assignment or in other
              form and
              substance reasonably satisfactory to the Assignee.

             

            Section
              7.             The
              Assignor warrants and represents that it has not assigned or pledged
              the rights,
              title and interest assigned hereunder to anyone other than the
              Assignee.  The Assignor hereby covenants that, without the prior
              written consent thereto of the Assignee, so long as this Assignment
              shall remain
              in effect, it will not assign or pledge the whole or any part of the
              rights,
              title and interest hereby assigned to anyone other than the Assignee,
              and it
              will not take or omit to take any action, the taking or omission of
              which might
              result in an alteration or impairment of this Assignment, or of any
              of the
              rights created by this Assignment.

            


            Section
              8.            
The Assignor agrees that at any time and from time to time, upon
              the written
              request of the Assignee, the Assignor will promptly and duly execute
              and deliver
              any and all further instruments and documents as the Assignee may deem
              desirable
              in obtaining the full benefits of this Assignment.

            


            Section
              9.             THIS
              ASSIGNMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
              SHALL BE
              CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE
              OF NEW YORK
              WITHOUT REGARD TO ITS CONFLICT OF LAWS RULES (OTHER THAN TITLE 14 OF
              ARTICLE 5
              OF THE GENERAL OBLIGATIONS LAW).  This Assignment shall not be amended
              and/or varied except by agreement in writing signed by the parties
              hereto.

            


            Section
              10.           Any notice,
              demand or other communication to be given under or for the purposes
              of this
              Assignment shall be made as provided in Section 15.03 of the Credit
              Agreement or
              Section 4 of Article IV of the Mortgage.

             

             

             

            
              
                3

              

              
                
                

                
                  

                

              

              
                
                

              

            

            


            Section
              11.           This
              Assignment may be executed in any number of counterparts each of which
              shall be
              an original, but all such counterparts shall together constitute one
              and the
              same instrument.

            


            IN
              WITNESS WHEREOF, the Assignor has duly executed this instrument on
              the day and
              year first above written.

            


            [SHIPOWNER],

            as
              Assignor

            


            


            


            By:  __________________

            Name:
              [                         ]

            Title:  
              [                         ]

             


            
              
                4

              

              
                
                

                
                  

                

              

              
                
                

              

            


            Exhibit
              A
              to

            EARNINGS
              ASSIGNMENT

            


            FORM
              OF NOTICE OF ASSIGNMENT

            


            The
              undersigned, [SHIPOWNER], the Owner of the Hong Kong flag vessel “[VESSEL]”,
              hereby gives you notice that by an Earnings Assignment
              dated                            2007,
              entered into by us with DNB NOR BANK ASA, NEW YORK BRANCH in its capacity
              as
              Collateral Agent for certain Lenders (hereinafter called the “Assignee”), a copy
              of which is attached hereto, there has been assigned by us to the Assignee
              all
              earnings effected and to be effected in respect of the said vessel,
              and all such
              earnings are to be paid to the account of the Owner (Account No. [])
              at 200 Park
              Avenue, New York, New York 10166-0396.

            


            


            [SHIPOWNER]

            as
              Owner,

            


            


            


            By:  __________________

            Name:

            Title:

            


            Dated:  _____________

            



            
              
                5

              

              
                
                

                
                  

                

              

              
                
                

              

            


            Exhibit
              B
              to

            EARNINGS
              ASSIGNMENT

            [Form
              of]

            


            CHARTER
              ASSIGNMENT

            


            No.  ___

            [SHIPOWNER]

            Official
              Number [OFFICIAL NUMBER]

            


            [SHIPOWNER],
              a Marshall Islands corporation and registered under Part XI of the
              Hong Kong
              Companies Ordinance having its principal place of business at 15th
              Floor, Tower
              One, Lippo Centre, 89 Queensway, Hong Kong (the “Assignor”), refers to an
              Earnings Assignment dated 2007 (the “Earnings Assignment”) given by the Assignor
              in favor of DNB NOR BANK ASA, NEW YORK BRANCH, a bank incorporated
              under the
              laws of the Kingdom of Norway, acting through its New York branch,
              with offices
              at 200 Park Avenue, New York, New York 10166-0396, as Collateral Agent
              (the
“Assignee”), under the Credit Agreement referred to below, wherein the Assignor
              agreed to enter into a Charter Assignment in the event the Assignor
              entered or
              intended to enter into any charter or contract of affreightment or
              other
              agreement for employment of the Vessel for a period of twelve (12)
              months or
              longer including permitted extensions and renewals.

            


            The
              Assignor represents that it has entered or intends to enter into a
              charter (the
“Charter”) with a charterer acceptable to the Assignee (the “Charterer”), and
              agrees that Section 1 of the Earnings Assignment is hereby amended
              to add to the
              description of collateral contained in said Section all of the Assignor’s right,
              title and interest in and to the Charter, all earnings and freights
              thereunder,
              and all amounts due the Assignor thereunder, and the Assignor does
              hereby grant,
              sell, convey, assign, transfer, mortgage and pledge to the Assignee,
              and unto
              the Assignee’s successors and assigns, all its right, title, interest, claim and
              demand in and to, and hereby does also grant unto the Assignee, a security
              interest in and to, the Charter and all claims for damages arising
              out of the
              breach of and rights to terminate the Charter, and any proceeds of
              any of the
              foregoing.

            


            The
              Assignor hereby warrants that upon execution of any Charter, the Assignor
              will
              promptly give notice to the Charterer of the Earnings Assignment (in
              the form of
              Exhibit A to the Earnings Assignment) as provided by Section 6 of the
              Earnings
              Assignment and the Assignor will use its best efforts to obtain the
              consent of
              the Charterer as evidenced by the execution by the Charterer of the
              Charterer’s
              Consent and Agreement in the form attached hereto as Annex 1.

            


            The
              Assignor reconfirms that the Earnings Assignment including all of the
              rights and
              liabilities, covenants and obligations therein remains in full force
              and
              effect.

            


            Terms
              used herein and not otherwise defined herein are used as defined in,
              or by
              reference in, the Earnings Assignment.

            


            The
              Assignor hereby agrees that so long as this Charter Assignment is in
              effect it
              will not terminate said Charter, or amend, modify, supplement, or waive
              any
              material term of said Charter in a manner adverse to the Assignee,
              in each case
              without first obtaining the written consent of the Assignee
              therefor.  The Assignor hereby agrees to notify the Assignee in
              writing of any arbitration.

             

             

             

            
              
                6

              

              
                
                

                
                  

                

              

              
                
                

              

            

            


            No
              amendment or modification of the Charter, and no consent, waiver or
              approval
              with respect thereto shall be valid unless joined in, in writing, by
              the
              Assignee.  No notice, request or demand under the Charter, shall be
              valid as against the Assignee unless and until a copy thereof is furnished
              to
              the Assignee.

            


            THIS
              ASSIGNMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
              SHALL BE
              CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE
              OF NEW YORK
              WITHOUT REGARD TO ITS CONFLICT OF LAWS RULES (OTHER THAN TITLE 14 OF
              ARTICLE 5
              OF THE GENERAL OBLIGATIONS LAW).  This Assignment shall not be amended
              and/or varied except by agreement in writing signed by the parties
              hereto.

            


            IN
              WITNESS WHEREOF, the Assignor has caused this Charter Assignment No.___
              to be
              duly executed this ____ day of __________________.

            


            [SHIPOWNER],

            as
              Assignor

            


            


            


            By:  ___________________

            Name:

            Title:

             


            
              
                7

              

              
                
                

                
                  

                

              

              
                
                

              

            


            Annex
              I
              to

            Exhibit
              B
              to

            EARNINGS
              ASSIGNMENT

            


            [Form
              of]

            


            CHARTERER’S
              CONSENT AND AGREEMENT

            


            No.
              __

            


            [VESSEL]

            


            Official
              Number [OFFICIAL NUMBER]

            


            The
              undersigned, charterer of the Hong
              Kong flag vessel [VESSEL] pursuant to a time charter-party dated [DATE
              OF TIME
              CHARTER PARTY] (the “Charter”), does hereby acknowledge notice of the assignment
              by the Assignor of all the Assignor’s right, title and interest in and to the
              Charter to DNB NOR BANK ASA, NEW YORK BRANCH, as Collateral Agent (the
              “Assignee”), pursuant to a Charter Assignment dated 200_ and an Earnings
              Assignment dated 2007 (as the same may be amended, supplemented or
              otherwise
              modified from time to time, the “Assignment”), consents to such assignment, and
              agrees that, it will make payment of all moneys due and to become due
              under the
              Charter, direct to the account maintained with the Assignee located
              at 200 Park
              Avenue, New York, New York 10166-0396 (Account No.
              [       ]) or such account specified by the
              Assignee at such address as the Assignee shall request the undersigned
              in
              writing until receipt of written notice from the Assignee that all
              obligations
              of the Assignor to it have been paid in full.

            


            The
              undersigned agrees that it shall
              look solely to the Assignor for performance of the Charter and that
              the Assignee
              shall have no obligation or liability under or pursuant to the Charter
              arising
              out of the Assignment, nor shall the Assignee be required or obligated
              in any
              manner to perform or fulfill any obligations of the Assignor under
              or pursuant
              to the Charter.

            


            The
              undersigned agrees that it shall
              not seek from the Assignee the recovery of any payment actually made
              by it to
              the Assignee pursuant to this Charterer’s Consent and Agreement once such
              payment has been made.  This provision shall not be construed to
              relieve the Assignor of any liability to the Charterer.

            


            The
              undersigned agrees to execute and deliver, or cause to be executed
              and
              delivered, upon the written request of the Assignee any and all such
              further
              instruments and documents as the Assignee may deem desirable for the
              purpose of
              obtaining the full benefits of this Assignment and of the rights and
              power
              herein granted.

            


            The
              undersigned agrees that no amendment, modification or alteration of
              any material
              terms or provisions of the Charter shall be made unless the same shall
              be
              consented to in writing by the Assignee.

            


            The
              undersigned hereby confirms that the Charter is a legal, valid and
              binding
              obligation, enforceable against it in accordance with its terms.

             

             

             

             

             

            
              
                8

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

             

             

             

            


            Dated:  _______________

            


            


            [CHARTERER],

            as
              Charterer

            


            


            


            By:  ___________________

            Name:

            Title:

            




          

            
              
                9

              

              
                
                

                
                  

                

              

              
                
                

                      

                                    Exhibit
                    H-2              
    

              

            


            


            
              	
                       

                    	
                      [CLOSING
                        DATE]

                    


            

            


            ASSIGNMENT
              OF INSURANCES

            


            [VESSEL]

            Official
              Number [OFFICIAL NUMBER]

            


            [SHIPOWNER],
              a Marshall Islands corporation and registered under Part XI of the
              Hong Kong
              Companies Ordinance having its principal place of business at 15th
              Floor, Tower
              One, Lippo Centre, 89 Queensway, Hong Kong (the “Assignor”), in consideration of
              the Secured Creditors referred to below entering into the transactions
              described
              in the Credit Agreement (as defined below), and for One Dollar ($1)
              lawful money
              of the United States of America, and other good and valuable consideration,
              the
              receipt and sufficiency of which are hereby acknowledged, as sole owner
              of the
              Hong Kong flag vessel [VESSEL], Official Number [OFFICIAL NUMBER] (the
              “Vessel”), has sold, assigned, transferred and set over, and by this instrument
              as beneficial owner does sell, assign, transfer and set over, unto
              DNB NOR BANK
              ASA, NEW YORK BRANCH, a bank incorporated under the laws of the Kingdom
              of
              Norway, acting through its New York branch, with offices at 200 Park
              Avenue, New
              York, New York 10166-0396, as Collateral Agent (hereinafter called
              the
“Assignee”), and unto the Assignee’s successors and assigns, as such to it and
              its successors’ and assigns’ own proper use and benefit, and does hereby grant
              to the Assignee a security interest in, all right, title and interest
              of the
              Assignor under, in and to (i) all insurances in respect of the Vessel,
              whether
              now or hereafter to be effected, and all renewals of or replacements
              for the
              same, (ii) all claims, returns of premium and other moneys and claims
              for moneys
              due and to become due under said insurance or in respect of said insurance,
              and
              (iii) all other rights of the Assignor under or in respect of said
              insurance,
              including proceeds (the above clauses (i), (ii) and (iii) collectively
              called
              the “Insurance Collateral”).

            


            Terms
              used herein and not otherwise defined herein are used as defined in
              the Credit
              Agreement dated as of __ July, 2007 (as the same may be amended, supplemented
              or
              otherwise modified from time to time, the “Credit Agreement”) among (i) various
              Lenders referred to therein and (ii) the Assignee, , as Administrative
              Agent,
              mandated lead arranger, bookrunner and Collateral Agent, providing
              for the
              making of revolving loans to the Borrower in the principal amount of
              up to One
              Billion Three Hundred Seventy Seven Million United States Dollars (U.S.
              $1,377,000,000) (the Lenders, the Administrative Agent and Collateral
              Agent,
              collectively, the “Lender Creditors”).

            


            The
              Assignor is a wholly-owned subsidiary of the Borrower.  The Borrower
              may at any time and from time to time enter into, or guaranty the obligations
              of
              one or more Subsidiary Guarantors or any of their respective Subsidiaries
              under,
              one or more Interest Rate Protection Agreements or Other Hedging Agreements
              with
              respect to the Loans (and/or the Commitments) with one or more Lenders
              or any
              Affiliate thereof (each such Lender or Affiliate, even if the respective
              Lender
              subsequently ceases to be a Lender under the Credit Agreement for any
              reason,
              together with such Lender’s or Affiliate’s successors and assigns, if any,
              collectively, the “Other Creditors” and, together with the Lender Creditors, the
“Secured Creditors”).

            


            The
              Assignor has entered into the Guaranty in favor of the Secured Creditors
              pursuant to which the Assignor has guaranteed (i) to the Lender Creditors,
              all
              obligations of the Borrower under the Credit Agreement and each other
              Credit
              Document to which the Borrower is a party, and (ii) to each of the
              Other
              Creditors, all obligations of the Borrower under each Interest Rate
              Protection
              Agreement and each Other Hedging Agreement entered into with respect
              to the
              Loans (and/or the Commitments), and 

             

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

             

             

            the
              Assignor has granted the Assignee a first priority Hong Kong Mortgage
              and a deed
              of covenants collateral thereto (together, the “Mortgage”) on the Vessel to
              secure, among other things, its obligations under the Guaranty.

            


            This
              Assignment is given as security for all amounts due and to become due
              to the
              Secured Creditors under the Guaranty.

            


            It
              is
              expressly agreed that anything herein contained to the contrary notwithstanding,
              the Assignor shall remain liable under said insurances to perform all
              of the
              obligations assumed by it thereunder, and the Assignee shall have no
              obligation
              or liability under said insurances by reason of or arising out of this
              instrument of assignment nor shall the Assignee be required or obligated
              in any
              manner to perform or fulfill any obligations of the Assignor under
              or pursuant
              to said insurances or to make any payment or to make any inquiry as
              to the
              nature or sufficiency of any payment received by it or to present or
              file any
              claim, or to take any other action to collect or enforce the payment
              of any
              amounts which may have been assigned to it or to which it may be entitled
              hereunder at any time or times.

            


            The
              Assignor does hereby constitute the Assignee, its successors and assigns,
              the
              Assignor’s true and lawful attorney-in-fact, irrevocably, with full power (in
              the name of the Assignor or otherwise), upon the occurrence and continuance
              of a
              Default, an Event of Default or an Event of Loss to ask, require, demand,
              receive, compound and give acquittance for any and all moneys and claims
              for
              moneys due and to become due under or arising out of said insurances,
              to endorse
              any checks or other instruments or orders in connection therewith and
              to file
              any claims or to take any action or institute any proceedings which
              the Assignee
              may deem to be necessary or advisable in the premises.

            


            The
              Assignor hereby covenants and agrees to procure that notice of this
              Assignment
              shall be duly given to all underwriters, substantially in the form
              hereto
              attached as Exhibit A, and that where the consent of any underwriter
              is required
              pursuant to any of the insurances assigned hereby that it shall be
              obtained and
              evidence thereof shall be given to the Assignee, or, in the alternative,
              that in
              the case of protection and indemnity coverage the Assignee shall obtain
              a letter
              of undertaking by the underwriters, and that there shall be duly endorsed
              upon
              all slips, cover notes, policies, certificates of entry or other instruments
              issued or to be issued in connection with the insurances assigned hereby
              such
              clauses as to loss payees as the Assignee may require or approve.  In
              all cases, unless otherwise agreed in writing by the Assignee, such
              slips, cover
              notes, notices, certificates of entry or other instruments shall provide
              that
              there will be no recourse against the Assignee for payment of premiums,
              calls or
              assessments.

            


            The
              Assignor agrees that at any time and from time to time, upon the written
              request
              of the Assignee, the Assignor will promptly and duly execute and deliver
              any and
              all such further instruments and documents as the Assignee may deem
              desirable in
              obtaining the full benefits of this Assignment and of the rights and
              powers
              herein granted.

            


            The
              Assignor does hereby warrant and represent that it has not assigned
              or pledged,
              and hereby covenants that, without the prior written consent thereto
              of the
              Assignee, so long as this instrument of assignment shall remain in
              effect, it
              will not assign or pledge the whole or any part of the right, title
              and interest
              hereby assigned to anyone other than the Assignee, its successors and
              assigns,
              and it will not take or omit to take any action, the taking or omission
              of which
              might result in an alteration or 

             

             

            
              
                2

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

             

             

            impairment
              of said insurances, of this Assignment or of any of the rights created
              by said
              insurances or this Assignment.

            


            All
              notices or other communications which are required to be made to the
              Assignee
              hereunder shall be made by postage prepaid letter or telecopy confirmed
              by
              postage prepaid letter to:

            


            DnB
              Nor
              Bank ASA, New York Branch

            200
              Park
              Avenue

            31st
              Floor

            New
              York,
              NY 10166-0396

            Attention:  Nikolai
              Nachamkin

            Telephone:
              212-681-3863

            Facsimile:  212-681-3933

            


            or
              at
              such other address as may have been furnished in writing by the
              Assignee.

            


            Any
              payments made pursuant to the terms hereof shall be made to such account
              as may,
              from time to time, be designated by the Assignee or as the Assignee
              may
              otherwise instruct.

            


            THIS
              ASSIGNMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
              SHALL BE
              CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE
              OF NEW YORK
              WITHOUT REGARD TO ITS CONFLICT OF LAWS RULES (OTHER THAN TITLE 14 OF
              ARTICLE 5
              OF THE GENERAL OBLIGATIONS LAW).  This Assignment shall not be amended
              and/or varied except by agreement in writing signed by the parties
              hereto.

            


            IN
              WITNESS WHEREOF, the Assignor has caused this Insurance Assignment
              to be duly
              executed the day and year first above written.

            


            


            [SHIPOWNER],

            as
              Assignor

            


            


            


            By:  __________________

            Name:
              [                         ]

            Title:
              [                           ]


            
              
                3

              

              
                
                

                
                  

                

              

              
                
                

              

            


            EXHIBIT
              A

            to

            Insurance
              Assignment

            


            NOTICE
              OF ASSIGNMENT

            


            The
              undersigned, [SHIPOWNER], the Owner of the Hong Kong Vessel [VESSEL],
              hereby
              gives you notice that by an Insurance Assignment
              dated                  2007
              entered into by us with DNB NOR BANK ASA, NEW YORK BRANCH, as Collateral
              Agent
              (hereinafter called the “Assignee”), there has been assigned by us to the
              Assignee all insurances effected and to be effected in respect thereof
              including
              the insurances constituted by the policy whereon this Notice is
              endorsed.  This Notice of Assignment and the applicable loss payable
              clauses in the form hereto attached as Annex I are to be endorsed on
              all
              policies and certificates of entry evidencing such insurance.

            


            Dated:                                           2007

            


            [SHIPOWNER],

            as
              Owner

            


            


            


            By  ____________________

            Name:

            Title:

             

             


            
              
                4

              

              
                
                

                
                  

                

              

              
                
                

              

            


            ANNEX
              I

            Notice
              of
              Insurance Assignment

            


            FORM
              OF LOSS PAYABLE CLAUSES

            


            Hull
              and War Risks

            


            Loss,
              if
              any, payable to DNB NOR BANK ASA, NEW YORK BRANCH, as Collateral Agent
              (the
“Mortgagee”), for distribution by the Mortgagee to itself as Collateral Agent
              and to [SHIPOWNER], as owner (the “Owner”), as their respective interests may
              appear, or order, except that, unless Underwriters have been otherwise
              instructed by notice in writing from the Mortgagee, in the case of
              any loss
              involving any damage to the Vessel or liability of the Vessel, the
              Underwriters
              may pay directly for the repair, salvage, liability or other charges
              involved
              or, if the Owner shall have first fully repaired the damage and paid
              the cost
              thereof, or discharged the liability or paid all of the salvage or
              other
              charges, then the Underwriters may pay the Owner as reimbursements
              therefore;  provided, however, that if such damage involves a loss in
              excess of U.S.$1,000,000 or its equivalent the Underwriters shall not
              make such
              payment without first obtaining the written consent thereto of the
              Mortgagee.

            


            In
              the
              event of an actual or constructive total loss or a compromise or arranged
              total
              loss or requisition of title, all insurance payments therefor shall
              be paid to
              the Mortgagee, for distribution by it in accordance with the terms
              of the
              Mortgage.

            


            Protection
              and Indemnity

            


            Loss,
              if
              any, payable to DNB NOR BANK ASA, NEW YORK BRANCH, as Collateral Agent
              (the
“Mortgagee”), for distribution by the Mortgagee to itself as Collateral Agent
              and [SHIPOWNER], Owner, as their respective interests may appear, or
              order,
              except that, unless and until the Underwriters have been otherwise
              instructed by
              notice in writing from the Mortgagee, any loss may be paid directly
              to the
              person to whom the liability covered by this insurance has been incurred,
              or to
              the Owner to reimburse it for any loss, damage or expenses incurred
              by it and
              covered by this insurance, provided the Underwriters shall have first
              received
              evidence that the liability insured against has been discharged.

             

             

            


            
              
                
                  5

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                        

                                      EXHIBIT
                      I              
      

                                    
    

                

              

            

            


            FORM
              OF COMPLIANCE CERTIFICATE

             

            This
              Compliance Certificate (this “Certificate”) is delivered to you on behalf
              of the Company (as hereinafter defined) pursuant to Section 10.01(e)
              of the
              Credit Agreement, dated as of July __, 2007 (as amended, supplemented,
              restated
              or modified from time to time, the “Credit Agreement”), among Genco
              Shipping & Trading Limited, a corporation organized under the laws of the
              Republic of Marshall Islands (the “Company”), the Lenders from time to
              time party thereto, DnB Nor Bank ASA, New York Branch, as Administrative
              Agent
              and Collateral Agent.  Terms defined in the Credit Agreement and not
              otherwise defined herein are used herein as therein defined.

             

            1.  I
              am the duly elected, qualified and acting Chief Financial Officer of
              the
              Company.

             

            2.
                I have reviewed and am familiar with the contents of this
              Certificate.  I am providing this Certificate solely in my capacity as
              an officer of the Company.  The matters set forth herein are true to
              the best of my knowledge after diligent inquiry.

             

            3.  I
              have reviewed the terms of the Credit Agreement and the other Credit
              Documents
              and have made or caused to be made under my supervision, a review in
              reasonable
              detail of the transactions and financial condition of the Company during
              the
              accounting period covered by the financial statements attached hereto
              as ANNEX 1
              (the “Financial Statements”).  The Financial Statements have
              been prepared in accordance with the requirements of the Credit
              Agreement.

             

            4.  Attached
              hereto as ANNEX 2 are the computations showing (in reasonable detail)
              compliance
              with the covenants specified therein.  All such computations are true
              and correct.

             

            5.  On
              the date hereof, the representations and warranties contained in the
              Credit
              Agreement and in the other Credit Documents are true and correct in
              all material
              respects with the same effect as though such representations and warranties
              had
              been made on the date hereof, unless stated to relate to a specific
              earlier
              date, in which case such representations and warranties were true and
              correct in
              all material respects as of such earlier date.

             

            [6.  On
              the date hereof, no Default or Event of Default has occurred and is
              continuing.]1

             

             

             

             

            
              
                	
                        1

                      	
                        If
                          any Default or Event of Default exists, include a description
                          thereof,
                          specifying the nature and extent thereof (in reasonable
                          detail).

                      


              

               

               

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               

              Exhibit
                I

              Page
                2

            

          

          
            


            IN
              WITNESS WHEREOF, I have executed this Certificate on behalf of the
              Company this
              ____ day of July, 2007.

             

            GENCO
              SHIPPING & TRADING LIMITED

             

            By______________________

                Name:

                Title:

             

             

             

             

             

             

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            Annex
              1 to

            Compliance
              Certificate

             

             

            CONSOLIDATED
              FINANCIAL STATEMENTS

             

             

             

             

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

             

            
               

              Annex 2
                to

              Compliance
                Certificate

            

             

            


            COMPLIANCE
              WORKSHEET

             

            The
              calculations described herein is as of __________ __, ____ (the “Computation
              Date”) and pertains to the period from __________ __, ____ to __________
              __,
              ____ (the “Test Period”).

             

            


             

             

            Part
              A.  Consolidated Interest Coverage Ratio

             

            
              	
                      1.           Consolidated
                        Net Income for the Test Period.

                    	
                      $_______________

                    
	
                      2.           Provisions
                        for taxes based on income for the TestPeriod.

                    	
                      $_______________

                    
	
                      3.           Consolidated
                        interest expense for the Test Period.

                    	
                      $_______________

                    
	
                      4.           Amortization
                        or write-off of deferred financing coststo the extent deducted
                        in
                        determining ConsolidatedNet Income for the Test Period.

                    	
                       

                       

                      $_______________

                    
	
                      5.           Depreciation
                        expense of the Company and itsSubsidiaries for the Test
                        Period.

                    	
                       

                      $_______________

                    
	
                      6.           Amortization
                        expense of the Company and itsSubsidiaries for the Test
                        Period.

                    	
                       

                      $_______________

                    
	
                      7.           Losses
                        on sales of assets (excluding sales in theordinary course
                        of business) and
                        other extraordinarylosses for the Test Period.

                    	
                       

                       

                      $_______________

                    
	
                      8.          
                        Gains on sales of assets (excluding sales in the ordinary
                        course of
                        business) and other extraordinary gains for the Test
                        Period.

                    	
                       

                       

                      $_______________

                    
	
                      9.           Consolidated
                        EBITDA (sum of Items 1 through 7minus Item 8).

                    	
                       

                      $_______________

                    
	
                      10.        
                        Consolidated Interest Expense for the four immediately preceding
                        fiscal
                        quarters.

                    	
                       

                      $_______________

                    
	
                      11.         Consolidated
                        Interest Coverage Ratio (Item 9:Item10).

                    	
                       

                      __________:1.00

                    
	
                      12.        
                        Minimum Interest Coverage Ratio pursuant to Section 11.07
                        of the Credit
                        Agreement on the Computation Date.

                    	
                       

                      2.00:1.00

                    


            

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
               

              Annex 2

              Page
                2 

            

             

            Part
              B.  Maximum Leverage Ratio

             

            
              	
                      1.           Consolidated
                        Indebtedness on the Computation Date.

                    	
                      $_______________

                    
	
                      2.           Consolidated
                        Total Capitalization on the ComputationDate.

                    	
                       

                      $_______________

                    
	
                      3.           Leverage
                        Ratio (Item 1:Item 2) on the ComputationDate.

                    	
                       

                      __________:1.00

                    
	
                      4.          
                        Maximum Leverage Ratio pursuant to Section 11.08 of the Credit
                        Agreement:

                       

                    	
                       

                      5.50:1.00

                       

                    


            

             

            


             

             

            Part
              C.  Collateral Maintenance

             

            
              	
                      1.Aggregate
                        principal amount of outstanding Loans and all Letter of Credit
                        Outstandings on the Computation Date.

                    	
                       

                       

                      $_______________

                    
	
                      2.Aggregate
                        Appraised Value on the Computation Date.

                    	
                      $_______________

                    
	
                      3.Minimum
                        permitted Aggregate Appraised Value pursuant to Section 11.09
                        of the
                        Credit Agreement (Item 1 multiplied by 1.30).

                    	
                      $_______________

                    


            

             

            


             

             

            Part
              D.  Minimum Cash Balance

             

            
              	
                      1.Consolidated
                        cash and Cash Equivalents subject to a Lien of the Security
                        Documents on
                        the Computation Date.

                    	
                       

                      $_______________

                    
	
                      2.Aggregate
                        amount of all undrawn credit facilities with maturities in
                        excess of
                        twelve months on the Computation Date.

                    	
                       

                       

                      $_______________

                    
	
                      3.Item
                        1 plus Item 2 above is greater than $500,000 multiplied by
                        the number of
                        Mortgaged Vessels in existence on the Computation Date.

                    	 


            

             

            


            
              
                2

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              Annex 2

              Page
                3

            

             

            Part
              E.  Minimum Consolidated Net Worth

             

            
              	
                      1.           
                        Consolidated Net Worth on the Computation Date, which shall
                        be greater
                        than [_______] as required pursuant to Section 11.11 of the
                        Credit
                        Agreement.

                    	
                       

                      $________________

                    


            

            


             

            


             

             

             

            
              
                3

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              Annex 3
                to

              Compliance
                Certificate


            

            


             

            1.           It
              is hereby certified that no changes are required to be made to any
              of Schedule
              VII of the Credit Agreement or Annexes A through F of the Pledge Agreement,
              in
              each case so as to make the information set forth therein accurate
              and complete
              as of date of this Certificate, except as specially set forth
              below:

            


            [All
              actions required to be taken by
              the Credit Agreement and the Security Documents as a result of the
              changes
              described above have been taken, and the Collateral Agent has, for
              the benefit
              of the Secured Creditors (as defined in the Pledge Agreement), a first
              priority  perfected security interest in all Collateral pursuant to
              the various Security Documents to the extent required by the terms
              thereof.]2

            


             

            


             

            

              

            

             

              
                	
                        2

                      	
                        The
                          bracketed language must be inserted if there have been
                          any changes to the
                          information, as contemplated by Section 10.01(e)(i)(y)
                          of the Credit
                          Agreement.

                      


              

               

            

             

             

            

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                        

                            Exhibit
                      J      
    

                

              


              


               

              FORM
                OF SUBORDINATION PROVISIONS

               

               

              Section
                1.01.  Subordination of Liabilities.  [Name of Payor]
                (the “Payor”), for itself, its successors and assigns, covenants and agrees,
                and
                each holder of the Note to which this Annex __ is attached (the “Note”) by its
                acceptance thereof likewise covenants and agrees, that the payment
                of the
                principal of, interest on, and all other amounts owing in respect
                of, the Note
                (the “Subordinated Indebtedness”) is hereby expressly subordinated, to the
                extent and in the manner set forth below, to the prior payment in
                full in cash
                of all Senior Indebtedness (as defined in Section 1.07 of this Annex
                __).  The provisions of this Annex __ shall constitute a continuing
                offer to all persons or other entities who, in reliance upon such
                provisions,
                become holders of, or continue to hold, Senior Indebtedness, and
                such holders
                are made obligees hereunder the same as if their names were written
                herein as
                such, and they and/or each of them may proceed to enforce such
                provisions.

               

              Section
                1.02.  Payor Not to Make Payments with Respect to Subordinated
                Indebtedness in Certain Circumstances.  (a) Upon the maturity of
                any Senior Indebtedness (including interest thereon or fees or any
                other amounts
                owing in respect thereof), whether at stated maturity, by acceleration
                or
                otherwise, all Obligations (as defined in Section 1.07 of this Annex
                __) owing
                in respect of the Senior Indebtedness shall first be paid in full
                in cash in
                accordance with the terms thereof, before any payment of any kind
                or character,
                whether in cash, property, securities or otherwise, is made on account
                of the
                Subordinated Indebtedness.

               

              (b)           The
                Payor may not, directly or indirectly (and no person or other entity
                on behalf
                of the Payor may), make any payment of any Subordinated Indebtedness
                and may not
                acquire any Subordinated Indebtedness for cash or property until
                all Senior
                Indebtedness has been paid in full in cash if any Default (as defined
                in the
                Credit Agreement identified in Section 1.07 herein) or Event of Default
                (as
                defined in the Credit Agreement identified in Section 1.07 herein)
                under the
                Credit Agreement (as defined in Section 1.07 of this Annex __) has
                occurred and
                is continuing or would result therefrom.  Each holder of the Note
                hereby agrees that, so long as any such Default or Event of Default
                in respect
                of any issue of Senior Indebtedness has occurred and is continuing,
                it will not
                sue for, or otherwise take any action to enforce the Payor’s obligations to pay,
                amounts owing in respect of the Note.  Each holder of the Note
                understands and agrees that to the extent that clause (a) of this
                Section 1.02
                or this clause (b) prohibits the payment of any Subordinated Indebtedness,
                such
                unpaid amount shall not constitute a payment default under the Note
                and the
                holder of the Note may not sue for, or otherwise take action to enforce
                the
                Payor’s obligation to pay such amount, provided that such unpaid amount
                shall remain an obligation of the Payor to the holder of the Note
                pursuant to
                the terms of the Note.  Notwithstanding the foregoing, so long as a
                Default or Event of Default has not occurred, Payor will be entitled
                to make
                (and any person or other entity on behalf of the Payor shall be entitled
                to
                make) and a holder of any Note will be entitled to receive scheduled
                payments of
                principal and interest under the Subordinated Indebtedness.

               

              (c)           In
                the event that, notwithstanding the provisions of the preceding subsections
                (a)
                and (b) of this Section 1.02, the Payor (or any Person on behalf
                of the Payor)
                shall make (or the holder of the Note shall receive) any payment
                on account of
                the Subordinated

               

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

            

          

        

      

    

     

    Exhibit
      J

    Page
      2

     

     

    
      Indebtedness
        at a time when payment is not permitted by said subsection (a) or (b), such
        payment shall be held by the holder of the Note, in trust for the benefit
        of,
        and shall be paid forthwith over and delivered to, the holders of Senior
        Indebtedness or their representative or the trustee under the indenture or
        other
        agreement pursuant to which any instruments evidencing any Senior Indebtedness
        may have been issued, as their respective interests may appear (including
        by
        giving effect to any intercreditor or subordination arrangements among such
        holders), for application pro rata to the payment of all Senior Indebtedness
        remaining unpaid to the extent necessary to pay all Senior Indebtedness in
        full
        in cash in accordance with the terms of such Senior Indebtedness, after giving
        effect to any concurrent payment or distribution to or for the holders of
        Senior
        Indebtedness.

       

      Section
        1.03.  Subordination to Prior Payment of All Senior Indebtedness on
        Dissolution, Liquidation or Reorganization of Payor.  Upon any
        distribution of assets of the Payor upon dissolution, winding up, liquidation
        or
        reorganization of the Payor (whether in bankruptcy, insolvency or receivership
        proceedings or upon an assignment for the benefit of creditors or
        otherwise):

       

      (a)           the
        holders of all Senior Indebtedness shall first be entitled to receive payment
        in
        full in cash of all Senior Indebtedness in accordance with the terms thereof
        (including, without limitation, post-petition interest at the rate provided
        in
        the documentation with respect to the Senior Indebtedness, whether or not
        such
        post-petition interest is an allowed claim against the debtor in any bankruptcy
        or similar proceeding) before the holder of the Note is entitled to receive
        any
        payment of any kind or character on account of the Subordinated
        Indebtedness;

       

      (b)           any
        payment or distributions of assets of the Payor of any kind or character,
        whether in cash, property or securities to which the holder of the Note would
        be
        entitled except for the provisions of this Annex __, shall be paid by the
        liquidating trustee or agent or other person making such payment or
        distribution, whether a trustee in bankruptcy, a receiver or liquidating
        trustee
        or other trustee or agent, directly to the holders of Senior Indebtedness
        or
        their representative or representatives, or to the trustee or trustees under
        any
        indenture under which any instruments evidencing any such Senior Indebtedness
        may have been issued as their respective interests may appear (including
        by
        giving effect to any intercreditor or subordination arrangements among such
        holders), to the extent necessary to make payment in full in cash of all
        Senior
        Indebtedness remaining unpaid, after giving effect to any concurrent payment
        or
        distribution to the holders of such Senior Indebtedness; and

       

      (c)           in
        the event that, notwithstanding the foregoing provisions of this Section
        1.03,
        any payment or distribution of assets of the Payor of any kind or character,
        whether in cash, property or securities, shall be received by the holder
        of the
        Note on account of Subordinated Indebtedness before all Senior Indebtedness
        is
        paid in full in cash in accordance with the terms thereof, such payment or
        distribution shall be received and held in trust for and shall be paid over
        to
        the holders of the Senior Indebtedness remaining unpaid or their representative
        or representatives, or to the trustee or trustees under any indenture under
        which any instruments evidencing any of such Senior Indebtedness may have
        been
        issued, as their respective interests may appear (including 

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        
          Exhibit
            J

          Page
            3

        

         

         

      

       by
        giving effect to any intercreditor or subordination arrangements among such
        holders) for application to the payment of such Senior Indebtedness until
        all
        such Senior Indebtedness shall have been paid in full in cash in accordance
        with
        the terms thereof, after giving effect to any concurrent payment or distribution
        to the holders of such Senior Indebtedness.

      
         

        Section
          1.04.  Subrogation.  Subject to the prior payment in
          full in cash of all Senior Indebtedness in accordance with the terms thereof,
          the holder of the Note shall be subrogated to the rights of the holders
          of
          Senior Indebtedness to receive payments or distributions of assets of the
          Payor
          applicable to the Senior Indebtedness until all amounts owing on the Note
          shall
          be paid in full, and for the purpose of such subrogation no payments or
          distributions to the holders of the Senior Indebtedness by or on behalf
          of the
          Payor or by or on behalf of the holder of the Note by virtue of this Annex
          __
          which otherwise would have been made to the holder of the Note shall, as
          between
          the Payor, its creditors other than the holders of Senior Indebtedness,
          and the
          holder of the Note, be deemed to be payment by the Payor to or on account
          of the
          Senior Indebtedness, it being understood that the provisions of this Annex __
          are and are intended solely for the purpose of defining the relative rights
          of
          the holder of the Note, on the one hand, and the holders of the Senior
          Indebtedness, on the other hand.

         

        Section
          1.05.  Obligation of the Payor
          Unconditional.  Nothing contained in this Annex __ or in the Note
          is intended to or shall impair, as between the Payor and the holder of
          the Note,
          the obligation of the Payor, which is absolute and unconditional, to pay
          to the
          holder of the Note the principal of and interest on the Note as and when
          the
          same shall become due and payable in accordance with their terms, or is
          intended
          to or shall affect the relative rights of the holder of the Note and creditors
          of the Payor other than the holders of the Senior Indebtedness, nor shall
          anything herein or therein prevent the holder of the Note from exercising
          all
          remedies otherwise permitted by applicable law upon an event of default
          under
          the Note, subject to the provisions of this Annex __ and the rights, if
          any,
          under this Annex __ of the holders of Senior Indebtedness in respect of
          cash,
          property, or securities of the Payor received upon the exercise of any
          such
          remedy.  Upon any distribution of assets of the Payor referred to in
          this Annex __, the holder of the Note shall be entitled to rely upon any
          order
          or decree made by any court of competent jurisdiction in which such dissolution,
          winding up, liquidation or reorganization proceedings are pending, or a
          certificate of the liquidating trustee or agent or other person making
          any
          distribution to the holder of the Note, for the purpose of ascertaining
          the
          persons entitled to participate in such distribution, the holders of the
          Senior
          Indebtedness and other indebtedness of the Payor, the amount thereof or
          payable
          thereon, the amount or amounts paid or distributed thereon and all other
          facts
          pertinent thereto or to this Annex __.

         

        Section
          1.06.  Subordination Rights Not Impaired by Acts or Omissions of
          Payor or Holders of Senior Indebtedness.  No right of any present
          or future holders of any Senior Indebtedness to enforce subordination as
          herein
          provided shall at any time in any way be prejudiced or impaired by any
          act or
          failure to act on the part of the Payor or by any act or failure to act
          in good
          faith by any such holder, or by any noncompliance by the Payor with the
          terms
          and provisions of the Note, regardless of any knowledge thereof which any
          such
          holder may have or be otherwise charged with.  The holders of the
          Senior Indebtedness may, without in any way affecting the obligations of
          the
          holder of the Note with respect hereto, at any time or from time to time
          and in
          their absolute discretion, change the manner, place or terms of payment
          of,
          change or 

         

        
           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          Exhibit
            J

          Page
            4

        

         

        extend
          the time of payment of, or renew, increase or otherwise alter, any Senior
          Indebtedness or amend, modify or supplement any agreement or instrument
          governing or evidencing such Senior Indebtedness or any other document
          referred
          to therein, or exercise or refrain from exercising any other of their rights
          under the Senior Indebtedness including, without limitation, the waiver
          of
          default thereunder and the release of any collateral securing such Senior
          Indebtedness, all without notice to or assent from the holder of the
          Note.

         

        Section
          1.07.  Senior Indebtedness.  The term “Senior
          Indebtedness” shall mean all Obligations (as defined below) (i) of the Payor
          under, or in respect of, (x) the Credit Agreement (as amended, modified,
          supplemented, extended, restated, refinanced, replaced or refunded from
          time to
          time, the “Credit Agreement”), dated as of July __, 2007, by and among Genco
          Shipping & Trading Limited, the lenders from time to time party thereto, DnB
          Nor Bank ASA, New York Branch, as Administrative Agent, and any renewal,
          extension, restatement, refinancing or refunding thereof, and (y) each
          other
          Credit Document (as defined in the Credit Agreement) to which the Payor
          is a
          party, (ii) of the Payor under, or in respect of (including by reason of
          any
          Subsidiaries Guaranty (as defined in the Credit Agreement) to which the
          Payor is
          a party), any Interest Rate Protection Agreements or Other Hedging Agreements
          (each as defined in the Credit Agreement), and (iii) of the Payor under,
          or in
          respect of (including by reason of any guaranty of) the Note (as defined
          in the
          Credit Agreement).  As used herein, the term “Obligation” shall mean
          any principal, interest, premium, penalties, fees, expenses, indemnities
          and
          other liabilities and obligations (including guaranties of the foregoing
          liabilities and obligations) payable under the documentation governing
          any
          Senior Indebtedness (including post-petition interest at the rate provided
          in
          the documentation with respect to such Senior Indebtedness, whether or
          not such
          interest is an allowed claim against the debtor in any bankruptcy or similar
          proceeding).

         

         

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

                    

                        Exhibit
                  K      
    

            

          

        

        


        FORM
          OF ASSIGNMENT AND ASSUMPTION AGREEMENT

         

        DATE:  ________
          __, ____

         

        Reference
          is made to the Credit Agreement described in Item 2 of Annex I annexed
          hereto
          (as such Credit Agreement may hereafter be amended, modified or supplemented
          from time to time, the “Credit Agreement”).  Unless defined in
          Annex I attached hereto, capitalized terms defined in the Credit Agreement
          are
          used herein as therein defined. _____________ (the “Assignor”) and
          ______________ (the “Assignee”) hereby agree as follows:

         

        1.  The
          Assignor hereby sells and assigns to the Assignee without recourse and
          without
          representation or warranty (other than as expressly provided herein), 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 Credit Agreement as of
          the date hereof which represents the percentage interest specified in Item
          4 of
          Annex I attached hereto (the “Assigned Share”) of all of the outstanding
          rights and obligations under the Credit Agreement relating to each of the
          Facilities listed in Item 4 of Annex I attached hereto, including, without
          limitation (v) in the case of any assignment of all or any portion of the
          Assignor’s outstanding Loans, all rights and obligations with respect to the
          Assigned Share of such outstanding Loans, and (x) in the case of any assignment
          of all or any portion of the Commitment, all rights and obligations with
          respect
          to the Assigned Share of such Commitment.

         

        2.  The
          Assignor (i) 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 claims; (ii) makes no representation or warranty
          and
          assumes no responsibility with respect to any statements, warranties or
          representations made in or in connection with the Credit Agreement or the
          other
          Credit Documents or the execution, legality, validity, enforceability,
          genuineness, sufficiency or value of the Credit Agreement or the other
          Credit
          Documents or any other instrument or document furnished pursuant thereto;
          and
          (iii) makes no representation or warranty and assumes no responsibility
          with
          respect to the financial condition of the Borrower or any of its Subsidiaries
          or
          the performance or observance by the Borrower or any of its Subsidiaries
          of any
          of their respective obligations under the Credit Agreement or the other
          Credit
          Documents or any other instrument or document furnished pursuant
          thereto.

         

        3.  The
          Assignee (i) confirms that it is an Eligible Transferee, (ii) confirms
          that it
          has received a copy of the Credit Agreement and the other Credit Documents,
          together with copies of the financial statements referred to therein 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 Assumption
          Agreement, (iii) agrees that it will, independently and without reliance
          upon
          the Administrative Agent, the Collateral Agent, the Mandated Lead Arranger,
          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 Credit Agreement, (iv) appoints and
          authorizes the Mandated Lead Arranger, the Administrative Agent and the
          Collateral Agent to take such action as agent on its behalf and to exercise
          such
          powers under the Credit Agreement and the other Credit Documents as are
          delegated to the Mandated Lead Arranger, the Administrative Agent and the
          Collateral Agent, as 

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Exhibit
          K

        Page
          2

         

        the
          case
          may be, by the terms thereof, together with such powers as are reasonably
          incidental thereto, and (v) agrees that it will perform in accordance with
          their
          terms all of the obligations which by the terms of the Credit Agreement
          are
          required to be performed by it as a Lender.

         

        4.  Following
          the execution of this Assignment and Assumption Agreement by the Assignor
          and
          the Assignee, an executed original hereof (together with all attachments)
          will
          be delivered to the Administrative Agent.  The effective date of this
          Assignment and Assumption Agreement shall be the date of execution hereof
          by the
          Assignor and the Assignee, the receipt of the consent of the Administrative
          Agent and the Borrower (in each case) to the extent required by the Credit
          Agreement, receipt by the Administrative Agent of the assignment fee referred
          to
          in Section 15.04(b) of the Credit Agreement, and the recordation by the
          Administrative Agent of the assignment effected hereby in the Register,
          unless
          otherwise specified in Item 5 of Annex I attached hereto (the “Settlement
          Date”).

         

        5.  Upon
          the delivery of a fully executed original hereof to the Administrative
          Agent, as
          of the Settlement Date, (i) the Assignee shall be a party to the Credit
          Agreement and, to the extent provided in this Assignment and Assumption
          Agreement, have the rights and obligations of a Lender thereunder and under
          the
          other Credit Documents and (ii) the Assignor shall, to the extent provided
          in
          this Assignment and Assumption Agreement, relinquish its rights and be
          released
          from its obligations under the Credit Agreement and the other Credit
          Documents.

         

        6.  It
          is agreed that upon the effectiveness hereof, the Assignee shall be entitled
          to
          (x) all interest on the Assigned Share of the Loans at the rates specified
          in Item 6 of Annex I attached hereto and (y) all Commitment Commission (if
          applicable) on the Assigned Share of the Total Commitment at the rate specified
          in Item 7 of Annex I attached hereto, which accrues on and after the
          Settlement Date, such interest and, if applicable, Commitment Commission,
          to be
          paid by the Administrative Agent directly to the Assignee.  It is
          further agreed that all payments of principal made on the Assigned Share
          of the
          Loans which occur on and after the Settlement Date will be paid directly
          by the
          Administrative Agent to the Assignee.  Upon the Settlement Date, the
          Assignee shall pay to the Assignor an amount specified by the Assignor
          in
          writing which represents the Assigned Share of the principal amount of
          the
          respective Loans made by the Assignor pursuant to the Credit Agreement
          which are
          outstanding on the Settlement Date, net of any closing costs, and which
          are
          being assigned hereunder.  The Assignor and the Assignee shall make
          all appropriate adjustments in payments under the Credit Agreement for
          periods
          prior to the Settlement Date directly between themselves.

         

        7.  THIS
          ASSIGNMENT AND ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
          IN
          ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

         

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        Exhibit
          K

         Page
          3

        
 

        IN
          WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption
          Agreement to be executed by their respective officers thereunto duly authorized,
          as of the date first above written, such execution also being made on
          Annex I attached hereto.

         

        [NAME
          OF
          ASSIGNOR],

         

        as
          Assignor

         

        By____________________________

            Name:

            Title:

         

        [NAME
          OF
          ASSIGNEE],

         

        as
          Assignee

         

        By____________________________

            Name:

            Title:

         

        


         

        Acknowledged
          and Agreed:

         

        [DNB
          NOR
          BANK ASA, NEW YORK BRANCH,

         

        as
          Administrative Agent

         

        By____________________________

        Name:

        Title:

         

        By____________________________

        Name:

        Title:]2

         

        

          

        

         

          
            	
                    2

                  	
                    Insert
                      only if assignment is being made pursuant to Section 15.04(b)(y)
                      of the
                      Credit Agreement.

                  


          

           

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      
        Exhibit
          K

         Page
          4

      

       

       

      
        


        [GENCO
          SHIPPING & TRADING LIMITED]

         

        By____________________________

        Name:

        Title:]3

         

         

         

         

         

         

         

         

        

          

        

         

          
            	
                    3

                  	
                    Insert
                      only if assignment is
                      being made pursuant to Section 15.04(b)(y) of the Credit
                      Agreement.

                  


          

           

        

         

         

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        ANNEX
          I

         

        


        ANNEX
          FOR
          ASSIGNMENT AND ASSUMPTION AGREEMENT

        ANNEX
          I

         

        1.    
The
          Borrower:  Genco Shipping & Trading Limited (the
“Borrower”).

         

        2.    
Name
          and
          Date of Credit Agreement:

         

        Credit
          Agreement, dated as of July __, 2007, among the Borrower, the lenders from
          time
          to time party thereto, DnB Nor Bank ASA, New York Branch, as Administrative
          Agent and as Collateral Agent (as amended, restated, modified and/or
          supplemented from time to time, the “Credit Agreement”).

         

        3.    
Date
          of
          Assignment Agreement:

         

        4.    
Amounts
          (as
          of date of item #3 above):

         

        
          	 	
                  Outstanding
                    Principal of

                  Loans

                	
                   

                  Commitments

                
	
                      a.    Aggregate
                    Amount for all Lenders

                	
                   

                  $__________

                	
                   

                  $_________

                
	
                      b.    Assigned
                    Share

                	
                  _________%

                   

                	
                   ________%

                
	
                      c.    Amount
                    of Assigned Share

                	
                   

                  $_________

                	
                   

                  $________

                


        

        


        5.    
Settlement
          Date:

         

        6.    
Rate
          of
          Interest

               
to
          the Assignee:     As
          set
          forth in Section 1.07 of the Credit Agreement

         

        7.     Commitment
          Commission:As
          set
          forth in Section 3.01(a) of the Credit Agreement

        


        8.     Notice:                             ASSIGNEE:

         

        ____________________

        ____________________

        ____________________

        ____________________

        Attention:

        Reference:

         

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          Annex
            I

          Page2

           

        

         

         

         

        Payment
          Instructions:    ASSIGNEE:

                    ____________________

                    ____________________

                    ____________________

                    ____________________

                    Attention:

                    Reference:

         

        Accepted
          and Agreed:

         

        [NAME
          OF
          ASSIGNEE]                                                                                             
 [NAME OF ASSIGNOR]

         

        By____________________                                                                                     
          By_______________________

             Name:                                                                                                                              
          Name:

             Title:                                                                                                                                
          Title:

        


         

         

         

         

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        Exhibit
          L-1

        


        


        


        FORM
          OF

        DEED
          OF
          COVENANTS

        TO
          ACCOMPANY A FIRST PRIORITY STATUTORY MORTGAGE

        


        


        


        ON
          HONG
          KONG FLAG VESSEL

        


        


        [VESSEL]

        OFFICIAL
          NO. [OFFICIAL NUMBER]

        


        


        executed
          by

        


        


        [SHIPOWNER],

        as
          Shipowner

        


        in
          favor
          of

        


        


        DNB
          NOR
          BANK ASA, NEW YORK BRANCH,

        as
          Trustee and as Mortgagee

        


        


        


        


        [CLOSING
          DATE]

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        TABLE
          OF
          CONTENTS

         

                                                                        Page

         

        ARTICLE
          I                                                                            5

        Section
          1.                      Existence;
          Authorization                                                    
5

        Section
          2.                      Title
          to
          Vessel                                                           5

        Section
          3.                      ISM,
          ISPS and MARPOL
Compliance                                             
5

        ARTICLE
          II                                                                             
5

        Section
          1.                      Payment
          of Indebtedness                                                      
          5

        Section
          2.                      Mortgage
          Recording                                                       6

        Section
          3.                      Lawful
          Operation                                                        
6

        Section
          4.                      Payment
          of Taxes                                                        6

        Section
          5.                      Prohibition
          of Liens                                                        
6

        Section
          6.                      Notice
          of Mortgage                                                        
6

        Section
          7.                      Removal
          of Liens                                                        
7

        Section
          8.                      Release
          from Arrest                                                        
7

        Section
          9.                      Maintenance                                                            
7

               
          Section
          10.                    Inspection;
          Reports                                                       10

               
          Section
          11.        Flag;
          Home Port                                                         
          10

        Section
          12.                    No
          Sales. Transfers or Charters                                                11

        Section
          13.                    Insurance                                                             
          11

        Section
          14.                    Reimbursement
          for
          Expenses                                                    15

        Section
          15.                    Performance
          of
          Charters                                                    
15

        Section
          16.                    Change
          in Ownership                                                        
15

        Section
          17.                    Prepayment
          if Event of
          Loss                                                 15

        ARTICLE
          III                                                                           
15

        Section
          1.                      Events
          of Default: Remedies                                                    
15

        Section
          2.                      Power
          of
          Sale                                                          
17

        Section
          3.                      Power
          of
          Attorney-Sale                                                     18

        Section
          4.                      Power
          of
          Attorney-Collection                                                  18

        Section
          5.                      Delivery
          of Vessel                                                         
          18

        Section
          6.                      Mortgagee
          to Discharge
          Liens                                                
19

        Section
          7.                      Payment
          of Expenses                                                     19

        Section
          8.                      Remedies
          Cumulative                                                        
19

        Section
          9.                      Cure
          of
          Defaults                                                          19

        Section
          10.                    Discontinuance
          of
          Proceedings                                                20

        Section
          11.                    Application
          of
          Proceeds                                                    
20

        Section
          12.                   
          Possession Until Default                                                    20

        Section
          13.                    Severability
          of Provisions.
          etc                                                  
21

        ARTICLE
          IV                                                                            
          21

        Section
          1                      Successors
          and
          Assigns                                                    
21

        Section
          2.                      Power
          of
          Substitution                                                        
          21

        Section
          3.                      Counterparts                                                           
22

        Section
          4.                      Notices                                                              22

        Section
          5.                      Statutory
          Mortgage                                                        22

        Section
          6.                      Further
          Assurances                                                        22

        Section
          7.                      Governing
          Law                                                            23

        Section
          8.                      Additional
          Rights of the
          Mortgagee                                               23

        


        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        DEED
          OF
          COVENANTS

        


        [VESSEL]

        


        This
          Deed of Covenants made [CLOSING
          DATE] (this “Deed”), between [SHIPOWNER], a Republic of the Marshall Islands
          company and registered under Part XI of the Hong Kong Companies Ordinance
          having
          its principal place of business at 15th Floor, Tower One, Lippo Centre,
          89
          Queensway, Hong Kong (the “Shipowner”), and DNB NOR BANK ASA, NEW YORK BRANCH, a
          bank incorporated under the laws of the Kingdom of Norway, acting through
          its
          New York branch, with offices at 200 Park Avenue, New York, New York 10166-0396
          not in its individual capacity, but solely as Security Trustee (together
          with
          its successors in trust and assigns, the “Mortgagee”), pursuant to the Credit
          Agreement referred to below.

        


        W
          I T N E
          S S E T H

        


        WHEREAS:

        


        A.           The
          Shipowner is the sole, absolute and unencumbered owner of the whole of
          the Hong
          Kong flag vessel [VESSEL], Official Number [OFFICIAL NUMBER] of [GROSS
          TONS]
          gross tons and [NET TONS] net tons, together with all interest therein
          and all
          of the boilers, engines, machinery, masts, spars, boats, anchors, cables,
          chains, rigging, tackle, capstans, outfit tools, pumps and pumping equipment,
          apparel, furniture, drilling equipment, fittings, equipment, spare parts,
          and
          all other appurtenances thereunto appertaining or belonging, whether now
          owned
          or hereafter acquired, and also any and all additions, improvements, renewals
          and replacements hereafter made in or to such vessel or any part thereof,
          including all items and appurtenances aforesaid (such vessel, together
          with all
          of the foregoing, being herein called the “Vessel”).

        


        B.           Genco
          Shipping & Trading Limited, a Marshall Islands corporation (the “Borrower”),
          the Lenders party thereto from time to time, the Mortgagee,  as
          administrative agent, mandated lead arranger, bookrunner and collateral
          agent,
          have entered into a Credit Agreement dated as of July __, 2007 (as the
          same may
          be amended, supplemented or otherwise modified from time to time, the “Credit
          Agreement”), providing for the making of revolving loans to the Borrower in the
          principal amount of up to One Billion Three Hundred Seventy Seven Million
          United
          States Dollars (U.S.$1,377,000,000) (the Lenders, the Administrative Agent
          and
          Collateral Agent, collectively, the “Lender Creditors”).  Except as
          otherwise defined herein, capitalized terms used herein and defined in
          the
          Credit Agreement shall be used herein as so defined.

        


        C.           The
          Borrower may at any time and from time to time enter into, or guaranty
          the
          obligations of one or more Subsidiary Guarantors or any of their respective
          Subsidiaries under, one or more Interest Rate Protection Agreements or
          Other
          Hedging Agreements with respect to the Loan (and/or the Commitments) with
          one or
          more Lenders or any Affiliate thereof (each such Lender or Affiliate, even
          if
          the respective Lender subsequently ceases to be a Lender under the Credit
          Agreement for any reason, together with such Lender’s or Affiliate’s successors
          and assigns, if any, collectively, the “Other Creditors” and, together with the
          Lender Creditors, the “Secured Creditors”).  The estimated aggregate
          notional amount of the liabilities of the Borrower under the Interest Rate
          Protection Agreements or Other Hedging Agreements entered into with respect
          to
          the Loan (and/or the Commitments) is
          [            ]
          United States Dollars
          (U.S.$[      ]).

        


        D.           The
          Shipowner is a wholly owned subsidiary of the Borrower.

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        


        E.           The
          Shipowner entered into the Guaranty in favor of the Secured Creditors pursuant
          to which the Shipowner has guaranteed (i) to the Lender Creditors, all
          obligations of the Borrower under the Credit Agreement and each other Credit
          Document to which the Borrower is a party, and (ii) to each of the Other
          Creditors, all obligations of the Borrower under each Interest Rate Protection
          Agreement and each Other Hedging Agreement entered into with respect to
          the Loan
          (and/or the Commitments).  The Lenders have advanced the Loan pursuant
          to the Credit Agreement;  the Shipowner acknowledges that it is justly
          indebted to the Secured Creditors under the Guaranty.

        


        F.           Contemporaneously
          with the execution of this Deed there has been executed and registered
          by the
          Shipowner in favor of the Mortgagee a first priority statutory Hong Kong
          ship
          mortgage (the “Mortgage”) to secure its obligation under the Guaranty according
          to the terms thereof, and the payment of all other such sums due or which
          may
          become due to the Mortgagee pursuant to the Guaranty, constituting a First
          Priority Mortgage over the said Vessel and the Shipowner has agreed to
          execute
          this Deed collateral to the Mortgage and to the security thereby
          created.

        


        G.           This
          Deed shall be read together with the Guaranty, but in the case of any
          inconsistency between this Deed and the Guaranty, the provisions of this
          Deed
          shall prevail, but only to the extent permitted by Hong Kong law.

        


        H.           Pursuant
          to the Credit Agreement, the Mortgagee has agreed to act as Trustee for
          the
          Secured Creditors.

        


        NOW,
          THIS
          DEED WITNESSETH AS FOLLOWS:

        


        1.           In
          consideration of the premises and other good and valuable consideration,
          the
          Shipowner hereby covenants with the Mortgagee to pay each and every sum
          of money
          that may be or become owing under the terms of the Guaranty and the Mortgage
          or
          either of them at the time and in the manner specified therein, (all such
          obligations and other sums hereinafter called the “Indebtedness hereby
          secured”).

        


        2.           By
          way of security for payment of the Indebtedness secured hereby, the Shipowner
          as
          beneficial owner hereby MORTGAGES AND CHARGES to and in favor of the Mortgagee
          all its interest, present and future, in the Vessel and proceeds thereof
          (which
          the Shipowner hereby warrants to be free at the date hereof from any other
          charges or encumbrances whatsoever).

        


        3.           The
          Shipowner and the Mortgagee hereby covenant with each other that the security
          created by this Deed, the Guaranty and any of the other Credit Documents
          to
          which the Shipowner is a party shall be held by the Mortgagee as continuing
          security, and that the security so created shall not be satisfied by any
          intermediate payment of any part of the Indebtedness secured
          hereby.

        


        4.           Upon
          the Mortgagee being satisfied that the Indebtedness secured hereby has
          been
          unconditionally and irrevocably paid and discharged in full, and following
          a
          written request therefor from the Shipowner, the Mortgagee will, subject
          to
          being indemnified in scope and substance to its satisfaction for the costs
          and
          expenses incurred by it in connection therewith, release the security created
          by
          the Mortgage and this Deed.

        


        5.           The
          Shipowner shall remain liable to fulfill all obligations assumed by it
          in
          relation to the Vessel and the Mortgagee shall be under no obligation of
          any
          kind whatsoever in respect thereof or 

         

         

         

        
          
            2

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        be
          under
          any liability whatsoever in event of any failure by the Shipowner to perform
          its
          obligations in respect thereof.

        


        It
          is
          hereby covenanted, declared and agreed that the property above described
          is to
          be held subject to the further covenants, conditions, terms and uses hereinafter
          set forth.

        


        The
          Shipowner covenants and agrees with the Mortgagee as follows:

        


        ARTICLE
          I

        


        Representations
          and Warranties of the Shipowner

        


        Section
          1.                      Existence;
          Authorization.  The Shipowner is a company duly organized and
          validly existing under the laws of the Republic of the Marshall Islands
          having
          its principal place of business in Hong Kong, and shall so remain during
          the
          life of this Deed.  The Shipowner has full power and authority to own
          and mortgage the Vessel; has full right and entitlement to register the
          Vessel
          in its name under the flag of Hong Kong and all action necessary and required
          by
          law for the execution and delivery of this Deed and the Mortgage has been
          duly
          and effectively taken; and each of the Indebtedness hereby secured and
          this Deed
          and the Mortgage is and will be the legal, valid and binding obligation
          of the
          Shipowner enforceable in accordance with its terms.

        


        Section
          2.                      Title
          to Vessel.  The Shipowner lawfully owns and is lawfully possessed
          of the Vessel free from any lien or encumbrance whatsoever other than the
          Mortgage, liens for current crew’s wages and liens not yet required to be
          removed under Section 7 of Article II hereof and will warrant and defend
          the
          title and possession thereto and to every part thereof for the benefit
          of the
          Mortgagee against the claims and demands of all persons whomsoever.

        


        Section
          3.                      ISM,
          ISPS and MARPOL Compliance.  The Shipowner has obtained all
          necessary ISM Documentation in connection with the Vessel and is in full
          compliance with the ISM Code, the ISPS Code and Annex VI (Regulations for
          the
          Prevention of Air Pollution from Ships) to MARPOL (as such terms are defined
          in
          Section 9 of Article II).

        


        ARTICLE
          II

        


        Covenants
          of the Shipowner

        


        Section
          1.                      Payment
          of Indebtedness.  The Shipowner will pay or cause to be paid the
          Indebtedness hereby secured and will observe, perform and comply with the
          covenants, terms and conditions herein and in the Guaranty, express or
          implied,
          on its part to be observed, performed or complied with.  The
          obligation of the Indebtedness hereby secured is an obligation in United
          States
          Dollars and the term “$” when used herein shall mean such United States
          Dollars.  Notwithstanding fluctuations in the value or rate of United
          States Dollars in terms of gold or any other currency, all payments hereunder
          or
          otherwise in respect of the Indebtedness hereby secured shall be payable
          in
          terms of United States Dollars when due, in United States Dollars when
          paid,
          whether such payment is made before or after the due date.

        


        Section
          2.                      Mortgage
          Recording.  The Shipowner will cause the Mortgage to be duly
          recorded or filed in the Shipping Registry of Hong Kong, in accordance
          with the
          applicable provisions of the laws of Hong Kong and will otherwise comply
          with
          and satisfy all of the provisions of applicable

         

         

         

        
          
            3

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

         laws
          of Hong Kong in order to establish and maintain (a) the Mortgage as a first
          priority statutory mortgage thereunder upon the Vessel and upon all renewals,
          replacements and improvements made in or to the same and (b) this Deed
          as a
          first priority assignment of, charge over, and security interest in the
          Vessel
          or other property assigned hereunder.

        


        Section
          3.                      Lawful
          Operation.  The Shipowner will not cause or permit the Vessel to
          be operated in any manner contrary to law, and the Shipowner will not engage
          in
          any unlawful trade or violate any law or carry any cargo that will expose
          the
          Vessel to penalty, forfeiture or capture, and will not do, or suffer or
          permit
          to be done, anything which can or may injuriously affect the registration
          of the
          Vessel under the laws and regulations of Hong Kong and will at all times
          keep
          the Vessel duly documented thereunder.

        


        Section
          4.                      Payment
          of Taxes.  The Shipowner will pay and discharge when due and
          payable, from time to time, all taxes, assessments, governmental charges,
          fines
          and penalties lawfully imposed on the Vessel or any income
          therefrom.

        


        Section
          5.                      Prohibition
          of Liens.  Neither the Shipowner, any charterer, the Master of the
          Vessel nor any other person has or shall have any right, power or authority
          to
          create, incur or permit to be placed or imposed or continued upon the Vessel,
          its freights, profits or hire any lien whatsoever other than the Mortgage,
          this
          Deed, other liens in favor of the Mortgagee and for crew’s wages and
          salvage.

        


        Section
          6.                      Notice
          of Mortgage.  The Shipowner will place, and at all times and
          places will retain a properly certified copy of the Mortgage and a true
          copy of
          this Deed on board the Vessel with her papers and will cause such certified
          copy
          and the Vessel’s marine document to be exhibited to any and all persons having
          business therewith which might give rise to any lien thereon other than
          liens
          for crew’s wages and salvage, and to any representative of the
          Mortgagee.

        


        The
          Shipowner will place and keep prominently displayed in the chart room and
          in the
          Master’s cabin on the Vessel a framed printed notice in plain type reading as
          follows:

        


        NOTICE
          OF
          MORTGAGE

        


        THIS
          VESSEL IS OWNED BY [SHIPOWNER], AND IS SUBJECT TO A FIRST PRIORITY STATUTORY
          MORTGAGE AND DEED OF COVENANTS COLLATERAL THERETO IN FAVOR OF DNB NOR BANK
          ASA,
          NEW YORK BRANCH, AS TRUSTEE/MORTGAGEE.  UNDER THE TERMS OF SAID DEED,
          NEITHER THE SHIPOWNER, ANY CHARTERER, THE MASTER OF THE VESSEL, NOR ANY
          OTHER
          PERSON HAS ANY RIGHT, POWER OR AUTHORITY TO CREATE, INCUR OR PERMIT TO
          BE PLACED
          OR IMPOSED UPON THE VESSEL, ANY ENCUMBRANCES WHATSOEVER OR ANY OTHER LIEN
          WHATSOEVER OTHER THAN FOR CREW’S WAGES AND SALVAGE.

        


        Section
          7.                      Removal
          of Liens.  Except for the lien of this Deed and the Mortgage, the
          Shipowner will not suffer to be continued any lien, encumbrance or charge
          on the
          Vessel, and in due course and in any event within thirty (30) days after
          the
          same becomes due and payable or within fourteen (14) days after being requested
          to do so by the Mortgagee, the Shipowner will pay or cause to be discharged
          or
          make adequate provision for the satisfaction or discharge of all claims
          or
          demands, and will cause the Vessel to be released or discharged from any
          lien,
          encumbrance or charge therefor.

         

         

        
          
            4

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        


        Section
          8.                      Release
          from Arrest.  If a libel, complaint or similar process be filed
          against the Vessel or the Vessel be otherwise attached, levied upon or
          taken
          into custody by virtue of any legal proceeding in any court, the Shipowner
          will
          promptly notify the Mortgagee thereof by telex, or telefax confirmed by
          letter,
          at the address, as specified in this Deed, and within fourteen (14) days
          will
          cause the Vessel to be released and all liens thereon other than the Mortgage
          and this Deed to be discharged, will cause a certificate of discharge to
          be
          recorded in the case of any recording of a notice of claim of lien, and
          will
          promptly notify the Mortgagee thereof in the manner aforesaid.  The
          Shipowner will notify the Mortgagee within forty-eight (48) hours of any
          average
          or salvage incurred by the Vessel.

        


        Section
          9.                      Maintenance.  (a)
          The Shipowner will at all times and without cost or expense to the Mortgagee
          maintain and preserve, or cause to be maintained and preserved, the Vessel
          and
          all its equipment, outfit and appurtenances, tight, staunch, strong, in
          good
          condition, working order and repair and in all respects seaworthy and fit
          for
          its intended service, and will keep the Vessel, or cause her to be kept,
          in such
          condition as will entitle her to the highest classification and rating
          for
          vessels of the same age and type in American Bureau of Shipping or other
          classification society listed on Schedule VIII to the Credit
          Agreement.  The Shipowner covenants to deliver annually to the
          Mortgagee a certificate from such class society showing such classification
          to
          be maintained.  The Shipowner will without cost or expense to the
          Mortgagee promptly, irrevocably and unconditionally instruct and authorize
          the
          classification society of the Vessel, and shall request the classification
          society to give an undertaking to the Mortgagee as follows:

        


        1.           to
          send to the Mortgagee, following receipt of a written request from the
          Mortgagee, certified true copies of all original class records held by
          the
          classification society relating to the Vessel;

        


        2.           to
          allow the Mortgagee (or its agents), at any time and from time to time,
          to
          inspect the original class and related records of the Shipowner and the
          Vessel
          at the offices of the classification society and to take copies of
          them;

        


        3.           following
          receipt of a written request from the Mortgagee:

        


        (a)           to
          advise of any facts or matters which may result in or have resulted in
          a change,
          suspension, discontinuance, withdrawal or expiry of the Vessel’s class under the
          rules or terms and conditions of the Shipowner’s or the Vessel’s membership of
          the classification society; and

        


        (b)           to
          confirm that the Shipowner is not in default of any of its contractual
          obligations or liabilities to the classification society and, without limiting
          the foregoing, that it has paid in full all fees or other charges due and
          payable to the classification society; and

        


        (c)           if
          the Shipowner is in default of any of its contractual obligations or liabilities
          to the classification society, to specify to the Mortgagee in reasonable
          detail
          the facts and circumstances of such default, the consequences thereof,
          and any
          remedy period agreed or allowed by the classification society; and

         

         

         

        
          
            5

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        (d)           to
          notify the Mortgagee immediately in writing if the classification society
          receives notification from the Shipowner or any other person that the Vessel’s
          classification society is to be changed.

        


        Notwithstanding
          the above instructions and undertaking given for the benefit of the Mortgagee,
          the Shipowner shall continue to be responsible to the classification society
          for
          the performance and discharge of all its obligations and liabilities relating
          to
          or arising out of or in connection with the contract it has with the
          classification society, and nothing herein or therein shall be construed
          as
          imposing any obligation or liability of the Mortgagee to the classification
          society in respect thereof.

        


        The
          Shipowner shall further notify the classification society that all the
          foregoing
          instructions and authorizations shall remain in full force and effect until
          revoked or modified by written notice to the classification society received
          from the Mortgagee, and that the Shipowner shall reimburse the classification
          society for all its costs and expenses incurred in complying with the foregoing
          instructions.

        


        (b)           The
          Vessel shall, and the Shipowner covenants that it will, at all times comply
          with
          all applicable laws, treaties and conventions to which Hong Kong is a party,
          and
          rules and regulations issued thereunder, and shall have on board as and
          when
          required thereby valid certificates showing compliance therewith.  The
          Shipowner will not make, or permit to be made, any substantial change in
          the
          structure, type or speed of the Vessel or change in her rig, without first
          receiving the written approval thereof by the Mortgagee.

        


        (c)           The
          Shipowner agrees to give the Mortgagee at least ten (10) days notice of
          the
          actual date and place of any survey or dry docking, in order that the Mortgagee
          may have representatives present if desired.  The Shipowner agrees
          that at the Mortgagee’s request it will satisfy the Mortgagee that the expense
          of such survey or drydocking or work to be done thereat is within Shipowner’s
          financial capability and will not result in a claim or lien against the
          Vessel
          in violation of the provisions of this Deed, the Credit Agreement, the
          Guaranty
          or any other Credit Document.

        


        (d)           The
          Shipowner shall promptly notify the Mortgagee of and furnish the Mortgagee
          with
          full information, including copies of reports and surveys, regarding any
          material accident or accident involving repairs where the aggregate cost
          is
          likely to exceed Two Million Five Hundred Thousand Dollars (U.S. $2,500,000)
          (or
          its equivalent in another currency), any major damage to the Vessel, any
          event
          affecting the Vessel’s class, any occurrence in consequence whereof the Vessel
          has become or is likely to suffer an Event of Loss.

        


        (e)           The
          Mortgagee shall have the right at any time, on reasonable notice, to have
          its
          surveyor conduct inspections and surveys of the Vessel to ascertain the
          condition of the Vessel and to satisfy itself that the Vessel is being
          properly
          repaired and maintained.  Such inspections and surveys shall be
          conducted at such times and in such manner as will not interfere with the
          Shipowner’s normal business operations and schedule.

        


        (f)           The
          Shipowner will furnish to the Mortgagee on demand true and complete copies
          of
          the DOC (the SMC referred to in the definition of ISM Code Documentation
          below)
          and such other ISM Code documentation as the Mortgagee may reasonably request
          in
          writing.

         

         

         

        
          
            6

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        (g)           The
          Shipowner will comply or procure compliance with the ISM Code, the ISPS
          Code and
          Annex VI (Regulations for the Prevention of Air Pollution from Ships) to
          MARPOL
          (as such terms are defined below) and notify the Mortgagee forthwith
          upon:

        


        (i)           any
          claim for breach of the ISM Code or the ISPS Code being made against the
          Shipowner, an ISM Responsible Person (as such term is defined below) or
          the
          manager of the Vessel in connection with the Vessel; or

        


        (ii)           any
          other matter, event or incident, actual or which will or could lead to
          the ISM
          Code or the ISPS Code or Annex VI (Regulations for the Prevention of Air
          Pollution from Ships) to MARPOL not being complied with;

        


        and
          keep
          the Mortgagee advised in writing on a regular basis and in such detail
          as the
          Mortgagee shall require, of the Shipowner’s and Vessel manager’s response to the
          items referred to in subclauses (i) and (ii) above.

        


        For
          the
          purposes of this Mortgage:

        


        “ISM
          Code” means in relation to its application the Shipowner, the Vessel 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’, adopted by the
          Assembly of the International Maritime Organization by Resolution A.741(18)
          on 4
          November 1993 and incorporated on 19 May 1994 into Chapter IX of the
          International Convention for the Safety of Life at Sea 1974 (SOLAS 1974);
          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
          International Maritime Organization or any other entity with responsibility
          for
          implementing the ISM Code, including without limitation, the ‘Guidelines on
          implementation or administering of the International Safety Management
          (ISM)
          Code by Administrations’ produced by the International Maritime Organization
          pursuant to Resolution A.788(19) adopted on 25 November 1995,

        


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

        


        “ISM
          Code
          Documentation” includes:

        


        (a)           the
          document of compliance (DOC) and safety management certificate (SMC) issued
          pursuant to the ISM Code in relation to the Vessel within the periods specified
          by the ISM Code;

        


        (b)           the
          interim safety management certificate (“Interim SMC”) issued pursuant to the ISM
          Code in relation to the Vessel prior to or on the delivery date
          thereof;

        


        (c)           all
          other documents and data which are relevant to the ISM SMS and its
          implementation and verification which the mortgage may require by request;
          and

         

         

         

        
          
            7

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        (d)           any
          other documents which are prepared or which are otherwise relevant to establish
          and maintain the Vessel’s or the Shipowner’s compliance with the ISM Code which
          the Mortgagee may require by request.

        


        “ISM
          SMS”
means the safety management system which is required to be developed,
          implemented and maintained under the ISM Code.

        


        “ISPS
          Code” means the International Ship and Port Facility Security Code constituted
          pursuant to resolution A.924(22) of the International Maritime Organisation
          (“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) adopted on July 1, 2004.

        


        "MARPOL"
          means the International Convention for the Prevention of Pollution from
          Ships
          1973 (as modified in 1978 and 1997) and includes any amendments or extensions
          of
          it and any regulation issued pursuant to it.

        


        Section
          10.                                Inspection;
          Reports.  (a) The Shipowner will at all reasonable times afford
          the Mortgagee or its authorized representatives full and complete access
          to the
          Vessel for the purpose of inspecting the Vessel and her cargo and papers,
          including without limitation all records pertaining to the Vessel’s maintenance
          and repair, and, at the request of the Mortgagee, the Shipowner will deliver
          for
          inspection copies of any and all contracts and documents relating to the
          Vessel,
          whether on board or not.

        


        (b)           The
          Shipowner hereby agrees to furnish promptly to the Mortgagee, on demand,
          any
          reports or information which the Shipowner may submit to shareholders or
          regulatory agencies and any additional information which the Mortgagee
          may
          request in respect of the financial condition of the Shipowner.

        


        Section
          11.                                Flag;
          Home Port.  (a) The Shipowner will not change the flag or home
          port of the Vessel without the written consent of the Mortgagee and any
          such
          written consent to any one change of flag or home port shall not be construed
          to
          be a waiver of this provision with respect to any subsequent proposed change
          of
          flag or home port.

        


        (b)           Notwithstanding
          the foregoing provisions of this Section 11, upon not less than 30 days
          prior
          written notice to the Mortgagee, provided no Default or Event of Default
          under
          the Credit Agreement shall have occurred and be continuing, the Shipowner
          may
          change the flag or home port of the Vessel to another flag or home port
          reasonably satisfactory to the Mortgagee, provided that the Shipowner shall
          promptly take all actions necessary or desirable to establish, preserve,
          protect
          and maintain the security interest of the Mortgagee in the Vessel to the
          satisfaction of the Mortgagee, and the Shipowner shall have provided to
          the
          Mortgagee and the Lenders such opinions of counsel as may be reasonably
          requested by the Mortgagee to assure itself that the conditions of this
          proviso
          have been satisfied.

        


        Section
          12.                                No
          Sales. Transfers or Charters.  The Shipowner will not sell,
          mortgage, transfer, or change the management of, or demise charter the
          Vessel
          for any period longer than twelve (12) months (including any permitted
          extensions or renewals) in each case, without the written consent (not
          to be
          unreasonably withheld) of the Mortgagee first had and obtained, and any
          such
          written

         

         

        
          
            8

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        consent
          to any one sale, mortgage, demise charter, transfer, or change of management
          shall not be construed to be a waiver of this provision with respect to
          any
          subsequent proposed sale, mortgage, demise charter, transfer, or change
          of
          management.  Any such sale, mortgage, demise charter, transfer, or
          change of management of the Vessel shall be subject to the provisions of
          this
          Deed, the Mortgage and the lien thereof.

        


        Section
          13.                                Insurance.  (a)
          The Shipowner, at its own expense, or with respect to part (a)(iii) of
          this
          Section 13 the Mortgagee at the expense of the Shipowner, will keep the
          Vessel
          insured with insurers and protection and indemnity clubs or associations
          of
          internationally recognized responsibility, and placed in such markets,
          on such
          terms and conditions, and through brokers, in each case reasonably satisfactory
          to the Mortgagee and under forms of policies approved by the Mortgagee
          against
          the risks indicated below and such other risks as the Mortgagee may specify
          from
          time to time:

        


        (i)           Marine
          and war risk, including London Blocking and Trapping Addendum and Lost
          Vessel
          Clause, hull and machinery insurance in an amount in U.S. dollars equal
          to,
          except as otherwise approved or required in writing by the Mortgagee, the
          greater of (x) the then full commercial value of the Vessel or (y) an amount
          which, when aggregated with such insured value of the other Mortgaged Vessels
          (if the other Mortgaged Vessels are then subject to a mortgage in favor
          of the
          Mortgagee under the Credit Agreement, and have not suffered an Event of
          Loss),
          is equal to 120% of the then outstanding aggregate principal amount of the
          Loan.

        


        (ii)           Marine
          and war risk protection and indemnity insurance or equivalent insurance
          (including coverage against liability for passengers, fines and penalties
          arising out of the operation of the Vessel, insurance against liability
          arising
          out of pollution, spillage or leakage, and workmen’s compensation or
          longshoremen’s and harbor workers’ insurance as shall be required by applicable
          law) in such amounts approved by the Mortgagee;  provided, however
          that insurance against liability under law or international convention
          arising
          out of pollution, spillage or leakage shall be in an amount not less than
          the
          greater of:

        


        (y)           the
          maximum amount available, as that amount may from time to time change,
          from the
          International Group of Protection and Indemnity Associations or alternatively
          such sources of pollution, spillage or leakage coverage as are commercially
          available in any absence of such coverage by the International Group as
          shall be
          carried by prudent shipowners for similar vessels engaged in similar trades
          plus
          amounts available from customary excess insurers of such risks as excess
          amounts
          shall be carried by prudent shipowners for similar vessels engaged in similar
          trades; and

        


        (z)           the
          amounts required by the laws or regulations of the United States of America
          or
          any applicable jurisdiction in which the Vessel may be trading from time
          to
          time.

        


        (iii)           Mortgagee’s
          interest insurance (including extended mortgagee interest-additional
          perils-pollution) coverage satisfactory to the Mortgagee in an amount which,
          when aggregated with such insured value of the other Mortgaged Vessels
          (if the
          other Mortgaged Vessels are then subject to a mortgage in favor of the
          Mortgagee
          under the Credit Agreement, and have not suffered an Event of Loss), is
          equal to
          110% of the then outstanding aggregate principal amount of the
          Loan.  All such mortgagee’s interest insurance cover shall
          in

         

         

         

         

        
          
            9

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

         the
          Mortgagee’s discretion be obtained directly by the Mortgagee and the Shipowner
          shall on demand pay all costs of such cover.

        


        (iv)           While
          the Vessel is idle or laid up, at the option of the Shipowner and in lieu
          of the
          above-mentioned marine and war risk hull insurance, port risk insurance
          insuring
          the Vessel against the usual risks encountered by like vessels under similar
          circumstances.

        


        (b)           The
          marine and commercial war-risk insurance required by this Section 13 shall
          have
          deductibles and franchises not exceeding those that a reasonable prudent
          owner
          would agree for a vessel of the type, age and condition of the
          Vessel.

        


        All
          insurance maintained hereunder shall be primary insurance without right
          of
          contribution against any other insurance maintained by the
          Mortgagee.  Each policy of marine and war risk hull and machinery
          insurance with respect to the Vessel shall provide that the Mortgagee shall
          be a
          named insured and a loss payee.  Each entry in a marine and war risk
          protection indemnity club with respect to the Vessel shall note the interest
          of
          the Mortgagee.  The Mortgagee and its successors and assigns shall not
          be responsible for any premiums, club calls, assessments or any other
          obligations or for the representations and warranties made therein by the
          Shipowner or any other person.

        


        (c)           The
          Shipowner will furnish the Mortgagee from time to time on request, and
          in any
          event at least annually, a detailed report signed by a firm of marine insurance
          brokers acceptable to the Mortgagee with respect to P & I entry, the hull
          and machinery and war risk insurance carried and maintained on the Vessel,
          together with their opinion as to the adequacy thereof and its compliance
          with
          the provisions of this Deed.  At the Shipowner’s expense the Shipowner
          will cause such insurance broker and the P & I club or association providing
          P & I insurance referred to in part (a)(ii) of this Section 13, to agree to
          advise the Mortgagee by telex or telecopier confirmed by letter of any
          expiration, termination, alteration or cancellation of any policy, any
          default
          in the payment of any premium and of any other act or omission on the part
          of
          the Shipowner of which it has knowledge and which might invalidate or render
          unenforceable, in whole or in part, any insurance on the Vessel, and to
          provide
          an opportunity of paying any such unpaid premium or call, such right being
          exercisable by the Mortgagee on a vessel by vessel and not on a fleet
          basis.  In addition, the Shipowner shall promptly provide the
          Mortgagee with any information which the Mortgagee reasonably requests
          for the
          purpose of obtaining or preparing any report from an independent marine
          insurance consultant as to the adequacy of the insurances effected or proposed
          to be effected in accordance with this Deed as of the date hereof or in
          connection with any renewal thereof, and the Shipowner shall upon demand
          indemnify the Mortgagee in respect of all reasonable fees and other expenses
          incurred by or for the account of the Mortgagee in connection with any
          such
          report;  provided the Mortgagee shall be entitled to such indemnity
          only for one such report during any period of twelve months.

        


        The
          underwriters or brokers shall furnish the Mortgagee with a letter or letters
          of
          undertaking to the effect that:

        


        (i)           they
          will hold the instruments of insurance, and the benefit of the insurances
          thereunder, to the order of the Mortgagee in accordance with the terms
          of the
          loss payable clause referred to in the relevant Assignment of Insurances
          for the
          Vessel;  and

        


        (ii)           they
          will have endorsed on each and every policy as and when the same is issued
          the
          loss payable clause and the notice of assignment referred to in the relevant
          Assignment of Insurances for the Vessel;  and

         

         

         

        
          
            10

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        


        (iii)           they
          will not set off against any sum recoverable in respect of a claim against
          the
          Vessel under the said underwriters or brokers or any other person in respect
          of
          any other vessel nor cancel the said insurances by reason of non-payment
          of such
          premiums or other amounts.

        


        All
          policies of insurance required hereby shall provide for not less than 14
          days
          prior written notice to be received by the Mortgagee of the termination
          or
          cancellation of the insurance evidenced thereby.  All policies of
          insurance maintained pursuant to this Section 13 for risks covered by insurance
          other than that provided by a P & I Club shall contain provisions waiving
          underwriters’ rights of subrogation thereunder against any assured named in such
          policy and any assignee of said assured.  The Shipowner has assigned
          to the Mortgagee its rights under any policies of insurance in respect
          of the
          Vessel.  The Shipowner agrees that, unless the insurances by their
          terms provide that they cannot cease (by reason of nonrenewal or otherwise)
          without the Mortgagee being informed and having the right to continue the
          insurance by paying any premiums not paid by the Shipowner, receipts showing
          payment of premiums for required insurance and also of demands from the
          Vessel’s
          P & I underwriters shall be in the hands of the Mortgagee at least two (2)
          days before the risk in question commences.

        


        (d)           Unless
          the Mortgagee shall otherwise agree, all amounts of whatsoever nature payable
          under any insurance must be payable to the Mortgagee for distribution first
          to
          itself and thereafter to the Shipowner or others as their interests may
          appear.  Nevertheless, until otherwise required by the Mortgagee by
          notice to the underwriters upon the occurrence and continuance of a Default
          or
          an event of default hereunder, (i) amounts payable under any insurance
          on the
          Vessel with respect to protection and indemnity risks may be paid directly
          to
          the Shipowner to reimburse it for any loss, damage or expense incurred
          by it and
          covered by such insurance or to the person to whom any liability covered
          by such
          insurance has been incurred provided that the underwriter shall have first
          received evidence that the liability insured against has been discharged,
          and
          (ii) amounts payable under any insurance with respect to the Vessel involving
          any damage to the Vessel not constituting an Event of Loss, may be paid
          by
          underwriters directly for the repair, salvage or other charges involved
          or, if
          the Shipowner shall have first fully repaired the damage or paid all of
          the
          salvage or other charges, may be paid to the Shipowner as reimbursement
          therefor;  provided, however, that if such amounts (including any
          franchise or deductible) are in excess of U.S. $[1,000,000], the underwriters
          shall not make such payment without first obtaining the written consent
          thereto
          of the Mortgagee, which shall not be unreasonably withheld.

        


        (e)           All
          amounts paid to the Mortgagee in respect of any insurance on the Vessel
          shall be
          disposed of as follows (after deduction of the expenses of the Mortgagee
          in
          collecting such amounts):

        


        (i)           any
          amount which might have been paid at the time, in accordance with the provisions
          of paragraph (d) above, directly to the Shipowner or others shall be paid
          by the
          Mortgagee to, or as directed by, the Shipowner;

        


        (ii)           all
          amounts paid to the Mortgagee in respect of an Event of Loss (as defined
          in the
          Credit Agreement) of the Vessel shall be applied by the Mortgagee to the
          payment
          of the Indebtedness hereby secured pursuant to Section 4.02(b) of the Credit
          Agreement;

        


        (iii)           all
          other amounts paid to the Mortgagee in respect of any insurance on the
          Vessel
          may, in the Mortgagee’s sole discretion, be held and applied to the prepayment
          of the Indebtedness hereby secured or to making of needed repairs or other
          work
          on the Vessel, or to 

         

         

         

        
          
            11

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

         

               
          the payment of other claims incurred by the Shipowner relating to the Vessel,
          or
          may be paid to the Shipowner or whosoever may be entitled thereto.

        


        (f)           In
          the event that any claim or lien is asserted against the Vessel for loss,
          damage
          or expense which is covered by insurance required hereunder and it is necessary
          for the Shipowner to obtain a bond or supply other security to prevent
          arrest of
          the Vessel or to release the Vessel from arrest on account of such claim
          or
          lien, the Mortgagee, on request of the Shipowner, may, in the sole discretion
          of
          the Mortgagee, assign to any person, firm or corporation executing a surety
          or
          guarantee bond or other agreement to save or release the Vessel from such
          arrest, all right, title and interest of the Mortgagee in and to said insurance
          covering said loss, damage or expense, as collateral security to indemnify
          against liability under said bond or other agreement.

        


        (g)           The
          Shipowner shall deliver to the Mortgagee certified copies and, whenever
          so
          requested by the Mortgagee, the originals of all certificates of entry,
          cover
          notes, binders, evidences of insurance and policies and all endorsements
          and
          riders amendatory thereof in respect of insurance maintained under this
          Deed for
          the purpose of inspection or safekeeping, or, alternatively, satisfactory
          letters of undertaking from the broker holding the same.  The
          Mortgagee shall be under no duty or obligation to verify the adequacy or
          existence of any such insurance or any such policies, endorsement or
          riders.

        


        (h)           The
          Shipowner agrees that it will not execute or permit or willingly allow
          to be
          done any act by which any insurance may be suspended, impaired or cancelled,
          and
          that it will not permit or allow the Vessel to undertake any voyage or
          run any
          risk or transport any cargo which may not be permitted by the policies
          in force,
          without having previously notified the Mortgagee in writing and insured
          the
          Vessel by additional coverage to extend to such voyages, risks, passengers
          or
          cargoes.

        


        (i)           In
          case any underwriter proposes to pay less on any claim than the amount
          thereof,
          the Shipowner shall forthwith inform the Mortgagee, and if a Default, an
          Event
          of Default or an Event of Loss has occurred and is continuing, the Mortgagee
          shall have the exclusive right to negotiate and agree to any
          compromise.

        


        (j)           The
          Shipowner will comply with and satisfy all of the provisions of any applicable
          law, convention, regulation, proclamation or order concerning financial
          responsibility for liabilities imposed on the Shipowner or the Vessel with
          respect to pollution by any state or nation or political subdivision thereof
          and
          will maintain all certificates or other evidence of financial responsibility
          as
          may be required by any such law, convention, regulation, proclamation or
          order
          with respect to the trade in which the Vessel is from time to time engaged
          and
          the cargo carried by it.

        


        Section
          14.                                Reimbursement
          for Expenses.  The Shipowner will reimburse the Mortgagee promptly
          for any and all reasonable expenditures which the Mortgagee may from time
          to
          time make, layout or expend in providing such protection in respect of
          insurance, discharge or purchase of liens, taxes, dues, tolls, assessments,
          governmental charges, fines and penalties lawfully imposed, repairs, attorney’s
          fees, and other matters as the Shipowner is obligated herein to provide,
          but
          fails to provide or which, in the sole judgment of the Mortgagee are necessary
          or appropriate for the protection of the Vessel or the security granted
          by this
          Deed.  Such obligation of the Shipowner to reimburse the Mortgagee
          shall be an additional indebtedness due from the Shipowner, shall bear
          interest
          at the interest rate as set forth in Section 1.07(b) of the Credit Agreement
          from the date of payment by the Mortgagee to and including the date of
          reimbursement by the Shipowner, shall be secured by this Deed and the Mortgage,
          and shall be payable by the Shipowner on demand.  The Mortgagee,
          though

         

         

         

        
          
            12

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

         privileged
          to do so, shall be under no obligation to the Shipowner to make any such
          expenditure, nor shall the making thereof relieve the Shipowner of any
          default
          in that respect.

        


        Section
          15.                                Performance
          of Charters.  The Shipowner will fully perform any and all charter
          parties which may be entered into with respect to the Vessel and will promptly
          notify the Mortgagee of any material claim by any charterer of non-performance
          thereunder by the Shipowner.

        


        Section
          16.                                Change
          in Ownership.  The Shipowner further covenants and agrees with the
          Mortgagee that, so long as any part of the Indebtedness hereby secured
          remains
          unpaid, there shall be no change in the ownership of the Vessel or any
          of the
          shares of the Shipowner without the prior written consent of the Mortgagee,
          which shall not be unreasonably withheld.

        


        Section
          17.                                Prepayment
          if Event of Loss.  In the event that the Vessel suffers an Event
          of Loss, then and in each such case the Shipowner shall forthwith repay
          the
          Indebtedness hereby secured at the time and in the amount set forth in
          Section
          4.02(b) of the Credit Agreement except to the extent such amounts have
          otherwise
          been paid as therein provided.

        


        ARTICLE
          III

        


        Events
          of Default and Remedies

        


        Section
          1.                      Events
          of Default: Remedies.  In case anyone or more of the following
          events, herein termed “events of default”, shall happen:

        


        (a)           the
          Shipowner fails to pay within three (3) Business Days of the date due any
          payment in respect of the Indebtedness hereby secured as provided herein;
          or

        


        (b)           the
          statements in Article I shall prove to have been untrue in a material way
          when
          made; or

        


        (c)           a
          default in the due and punctual observance and performance of any of the
          provisions of Sections 2, 3, 7, 8, 9(b), 11, 12, 13(a), (b), (d), (h) and
          (j),
          16 or 17 of Article II hereof shall have occurred and be continuing;
          or

        


        (d)           a
          breach or omission in the due and punctual observance of any of the other
          covenants and conditions herein required to be kept and performed by the
          Shipowner and such breach or omission shall continue for 30 days after
          the day
          the Shipowner first knew or should have known of such breach or omission;
          or

        


        (e)           an
          Event of Default shall have occurred and be continuing under the Credit
          Agreement; or

        


        (f)           a
          payment default by the Borrower under any Interest Rate Protection Agreement
          or
          Other Hedging Agreement shall have occurred and be continuing; or

        


        (g)           any
          notice shall have been issued by the government or any bureau, department,
          officer, board or agency thereof of the country of registry of the Vessel
          to the
          effect that the Vessel is subject to cancellation from such registry or
          the
          certificate of registry of the Vessel is subject to revocation or cancellation
          for any reason whatsoever, and such notice shall not have been cancelled
          or

         

         

        
          
            13

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

         annulled
          on or before seven (7) Business Days prior to the date set forth in such
          notice
          for such cancellation or revocation; or

        


        (h)           the
          Vessel shall be cancelled from the country of registry of the Vessel or
          the
          certificate of registry of the Vessel is revoked or cancelled for any reason
          whatsoever;

        


        then:

        


        the
          security constituted by this Deed and the Mortgage shall become immediately
          enforceable and that without limitation, the enforcement remedies specified
          can
          be exercised irrespective of whether or not the Mortgagee has exercised
          the
          right of acceleration under the Credit Agreement or any of the other Credit
          Documents and the Mortgagee shall have the right to:

        


        (i)           Declare
          all the then unpaid Indebtedness hereby secured to be due and payable
          immediately, and upon such declaration, the same shall become and be immediately
          due and payable provided, however, that no declaration shall be required
          if an
          event of default shall have occurred by reason of a default under Section
          10.05
          of the Credit Agreement, then and in such case, the Indebtedness hereby
          secured
          shall become immediately due and payable on the occurrence of such event
          of
          default without any notice or demand;

        


        (ii)           Exercise
          all of the rights and remedies in foreclosure and otherwise given to a
          mortgagee
          by the provisions of the laws of the country of registry of the Vessel
          or of any
          other jurisdiction where the Vessel may be found;

        


        (iii)           Bring
          suit at law, in equity or in admiralty, as it may be advised, to recover
          judgment for the Indebtedness hereby secured, and collect the same out
          of any
          and all property of the Shipowner whether covered by this Mortgage or
          otherwise;

        


        (iv)           Take
          and enter into possession of the Vessel, at any time, wherever the same
          may be,
          without legal process and without being responsible for loss or damage
          and the
          Shipowner or other person in possession forthwith upon demand of the Mortgagee
          shall surrender to the Mortgagee possession of the Vessel;

        


        (v)           Without
          being responsible for loss or damage, the Mortgagee may hold, lay up, lease,
          charter, operate or otherwise use such Vessel for such time and upon such
          terms
          as it may deem to be for its best advantage, and demand, collect and retain
          all
          hire, freights, earnings, issues, revenues, income, profits, return premiums,
          salvage awards or recoveries, recoveries in general average, and all other
          sums
          due or to become due in respect of such Vessel or in respect of any insurance
          thereon from any person whomsoever, accounting only for the net profits,
          if any,
          arising from such use of the Vessel and charging upon all receipts from
          the use
          of the Vessel or from the sale thereof by court proceedings or pursuant
          to
          subsection (vi) next following, all costs, expenses, charges, damages or
          losses
          by reason of such use; and if at any time the Mortgagee shall avail itself
          of
          the right herein given them to take the Vessel, the Mortgagee shall have
          the
          right to dock the Vessel, for a reasonable time at any dock, pier or other
          premises of the Shipowner without charge, or to dock her at any other place
          at
          the cost and expense of the Shipowner;

        


        (vi)           Without
          being responsible for loss or damage, the Mortgagee may sell the Vessel
          upon
          such terms and conditions as to the Mortgagee shall seem best, free from
          any


         

         

         

         

        
          
            14

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

         

         

        claim
          of
          or by the Shipowner, at public or private sale, by sealed bids or otherwise,
          by
          mailing, by air or otherwise, notice of such sale, whether public or private,
          addressed to the Shipowner at its last known address and to any other registered
          mortgagee, twenty (20) calendar days prior to the date fixed for entering
          into
          the contract of sale and by first publishing notice of any such public
          sale for
          ten (10) consecutive days, in daily newspapers of general circulation published
          in the City of New York, State of New York; in the event that the Vessel
          shall
          be offered for sale by private sale, no newspaper publication of notice
          shall be
          required, nor notice of adjournment of sale; sale may be held at such place
          and
          at such time as the Mortgagee by notice may have specified, or may be adjourned
          by the Mortgagee from time to time by announcement at the time and place
          appointed for such sale or for such adjourned sale, and without further
          notice
          or publication the Mortgagee may make any such sale at the time and place
          to
          which the same shall be so adjourned; and any sale may be conducted without
          bringing the Vessel to the place designated for such sale and in such manner
          as
          the Mortgagee may deem to be for its best advantage, and the Mortgagee
          may
          become the purchaser at any sale.  The Shipowner agrees that any sale
          made in accordance with the terms of this paragraph shall be deemed made
          in a
          commercially reasonable manner insofar as it is concerned;

        


        (vii)           Require
          that all policies, contracts, certificates of entry and other records relating
          to the insurance with respect to the Vessel, including, but not limited
          to,
          those described in Article II, Section 13 hereof (the “Insurances”) (including
          details of and correspondence concerning outstanding claims) be forthwith
          delivered to or to the order of the Mortgagee; and/or

        


        (viii)                      Collect,
          recover, compromise and give a good discharge for any and all monies and
          claims
          for monies then outstanding or thereafter arising under the Insurances
          or in
          respect of the earnings or any requisition compensation and to permit any
          brokers through whom collection or recovery is effected to charge the usual
          brokerage therefor.

        


        Section
          2.                      Power
          of Sale.  Any sale of the Vessel made in pursuance of this Deed,
          whether under the power of sale hereby granted or any judicial proceedings,
          shall operate to divest all right, title and interest of any nature whatsoever
          of the Shipowner therein and thereto, and shall bar the Shipowner, its
          successors and assigns, and all persons claiming by, through or under
          them.  No purchaser shall be bound to inquire whether notice has been
          given, or whether any default has occurred, or as to the propriety of the
          sale,
          or as to the application of the proceeds thereof.  In case of any such
          sale, the Mortgagee, if it is the purchaser, shall be entitled, for the
          purpose
          of making settlement or payment for the property purchased, to use and
          apply the
          Indebtedness hereby secured in order that there may be credited against
          the
          amount remaining due and unpaid thereon the sums payable out of the net
          proceeds
          of such sale to the Mortgagee after allowing for the costs and expense
          of sale
          and other charges; and thereupon such purchaser shall be credited, on account
          of
          such purchase price, with the net proceeds that shall have been so credited
          upon
          the Indebtedness hereby secured.  At any such sale, the Mortgagee may
          bid for and purchase such property and upon compliance with the terms of
          sale
          may hold, retain and dispose of such property without further accountability
          therefor.

        


        Section
          3.                      Power
          of Attorney-Sale.  The Mortgagee is hereby irrevocably appointed
          attorney-in-fact of the Shipowner to execute and deliver to any purchaser
          aforesaid, and is hereby vested with full power and authority to make,
          in the
          name and on behalf of the Shipowner, a good conveyance of the title to
          the
          Vessel so sold.  Any person dealing with the Mortgagee or
          attorney-in-fact shall not be put on enquiry as to whether the power of
          attorney
          contained herein has become exercisable.  In the event of any sale of
          the Vessel, under any power herein contained, the

         

         

         

        
          
            15

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

         Shipowner
          will, if and when required by the Mortgagee, execute such form of conveyance
          of
          the Vessel as the Mortgagee may direct or approve.

        


        Section
          4.                      Power
          of Attorney-Collection.  The Mortgagee is hereby irrevocably
          appointed attorney-in-fact of the Shipowner upon the happening of any event
          of
          default, in the name of the Shipowner to demand, collect, receive, compromise
          and sue for, so far as may be permitted by law, all freight, hire, earnings,
          issues, revenues, income and profits of the Vessel and all amounts due
          from
          underwriters under any insurance thereon as payment of losses or as return
          premiums or otherwise, salvage awards and recoveries, recoveries in general
          average or otherwise, and all other sums due or to become due at the time
          of the
          happening of any event of default as defined in Section 1 of Article III
          hereof
          in respect of the Vessel, or in respect of any insurance thereon, from
          any
          person whomsoever, and to make, give and execute in the name of the Shipowner
          acquittances, receipts, releases or other discharges for the same, whether
          under
          seal or otherwise, and to endorse and accept in the name of the Shipowner
          all checks, notes, drafts, warrants, agreements and other instruments in
          writing
          with respect to the foregoing.  Any person dealing with the Mortgagee
          or attorney-in-fact shall not be put on enquiry as to whether the Power
          of
          Attorney contained herein has become exercisable.

        


        Section
          5.                      Delivery
          of Vessel.  Upon the security constituted by this Deed and the
          Mortgage becoming immediately enforceable pursuant to Section 1 of Article
          III,
          the Mortgagee shall (in addition to the powers described in Section 1 of
          Article
          III) become forthwith entitled (but not bound) to appoint, by an instrument
          in
          writing under its seal or under the hand of any director or officer or
          authorized signatory, a receiver and/or manager of the Vessel upon such
          terms as
          to remuneration and otherwise as the Mortgagee shall deem fit with power
          from
          time to time to remove any receiver and appoint another in his stead and
          any
          receiver shall be the agent of the Shipowner (who shall be solely responsible
          for his acts and defaults and remuneration) and shall have all the powers
          conferred by law by way of addition to, but without limiting, those powers
          any
          receiver shall have all the powers and entitlements conferred on the Mortgagee
          by this Deed and generally shall be entitled to the same protection and
          to
          exercise the same powers and discretions as are granted to the Mortgagee
          under
          this Deed.

        


        Section
          6.       Mortgagee
          to
          Discharge Liens.  The Shipowner authorizes and empowers the
          Mortgagee or its appointees or any of them to appear in the name of the
          Shipowner, its successors and assigns, in any court of any country or nation
          of
          the world where a suit is pending against the Vessel because of or on account
          of
          any alleged lien against the Vessel from which the Vessel has not been
          released
          and to take such proceedings as to them or any of them may seem proper
          towards
          the defense of such suit and the purchase or discharge of such lien, and
          all
          expenditures made or incurred by them or any of them for the purpose of
          such
          defense or purchase or discharge shall be a debt due from the Shipowner,
          its
          successors and assigns, to the Mortgagee, and shall be secured by the lien
          of
          this Deed and the Mortgage in like manner and extent as if the amount and
          description thereof were written herein.

        


        Section
          7.                      Payment
          of Expenses.  The Shipowner covenants that upon the happening of
          any one or more of the events of default, then, upon written demand of
          the
          Mortgagee, the Shipowner will pay to the Mortgagee the whole amount due
          and
          payable in respect of the Indebtedness hereby secured;  and in case
          the Shipowner shall fail to pay the same forthwith upon such demand, the
          Mortgagee shall be entitled to recover judgment for the whole amount so
          due and
          unpaid, together with such further amounts as shall be sufficient to cover
          the
          reasonable compensation of the Mortgagee or its agents, attorneys and counsel
          and any necessary advances, expenses and liabilities made or
          incurred

         

         

        
          
            16

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         by
          it or them or the Mortgagee hereunder.  All moneys collected by the
          Mortgagee under this Section 7 shall be applied by the Mortgagee in accordance
          with the provisions of Section 11 of this Article III.

        


        Section
          8.                      Remedies
          Cumulative.  Each and every power and remedy herein given to the
          Mortgagee shall be cumulative and shall be in addition to every other power
          and
          remedy herein given or now or hereafter existing at law (including but
          not
          excluding all powers conferred by the Conveyancing and Property Ordinance
          (Chapter 219 of the Laws of Hong Kong)), in equity, in admiralty or by
          statute,
          and each and every power and remedy whether herein given or otherwise existing
          may be exercised from time to time and as often and in such order as may
          be
          deemed expedient by the Mortgagee, and the exercise or the beginning of
          the
          exercise of any power or remedy shall not be construed to be a waiver of
          the
          right to exercise at the same time or thereafter any other power or
          remedy.  The Mortgagee shall not be required or bound to enforce any
          of its rights under any of the other Credit Documents, prior to enforcing
          its
          rights under this Deed and the Mortgage.  No delay or omission by the
          Mortgagee in the exercise of any right or power or in the pursuance of
          any
          remedy accruing upon any default as above defined shall impair any such
          right,
          power or remedy or be construed to be a waiver of any such event of default
          or
          to be an acquiescence therein;  nor shall the acceptance by the
          Mortgagee of any security or of any payment of or on account of the Indebtedness
          hereby secured maturing after any event of default or of any payment on
          account
          of any past default be construed to be a waiver of any right to exercise
          its
          remedies due to any future event of default or of any past event of default
          not
          completely cured thereby.  No consent, waiver or approval of the
          Mortgagee shall be deemed to be effective unless in writing and duly signed
          by
          authorized signatories of the Mortgagee;  any waiver by the Mortgagee
          of any of the terms of this Deed or any consent given under this Deed shall
          only
          be effective for the purpose and on the terms which it is given and shall
          be
          without prejudice to the right to give or withhold consent in relation
          to future
          matters (which are either the same or different).

        


        Section
          9.                      Cure
          of Defaults.  If at any time after an event of default and prior
          to the actual sale of the Vessel by the Mortgagee or prior to any enforcement
          or
          foreclosure proceedings the Shipowner offers completely to cure all events
          of
          default and to pay all expenses, advances and damages to the Mortgagee
          consequent on such events of default, with interest at the interest rate
          set
          forth in Section 1.07(b) of the Credit Agreement, then the Mortgagee may,
          but
          shall not be obligated to, accept such offer and payment and restore the
          Shipowner to its former position, but such action, if taken, shall not
          affect
          any subsequent event of default or impair any rights consequent
          thereon.

        


        Section
          10.                    Discontinuance
          of Proceedings.  In case the Mortgagee shall have proceeded to
          enforce any right, power or remedy under this Deed and the Mortgage by
          foreclosure, entry or otherwise, and such proceedings shall have been
          discontinued or abandoned for any reason or shall have been determined
          adversely
          to the Mortgagee, then and in every such case the Shipowner and the Mortgagee
          shall be restored to its former position and right hereunder with respect
          to the
          property subject or intended to be subject to this Deed and the Mortgage,
          and
          all rights, remedies and powers of the Mortgagee shall continue as if no
          such
          proceedings had been taken.

        


        Section
          11.       Application
          of
          Proceeds.  After an event of default hereunder shall have occurred
          and be continuing, the proceeds of any sale of the Vessel and any and all
          other
          moneys received by the Mortgagee pursuant to or under the terms of this
          Deed or
          in any proceedings hereunder, the application of which has not elsewhere
          herein
          been specifically provided for, shall be applied as follows:

        


        First:                      To
          the payment of all costs and expenses (together with interest thereon as
          set
          forth in Section 14 of Article II) of the Mortgagee, including the reasonable
          compensation of 

         

         

         

        
          
            17

          

          
            
            

            
              

            

          

          
            
            

          

           

           

          its
            agents and attorneys, by reason of any sale, retaking, management or
            operation
            of the Vessel and all other sums payable to the Mortgagee hereunder by
            reason of
            any expenses or liabilities incurred or advances made by it for the protection,
            maintenance and enforcement of the security or of any of its rights hereunder,
            under the Credit Agreement, the Guaranty and under the other Credit Documents
            or
            in the pursuit of any remedy hereby or thereby conferred;  and at the
            option of the Mortgagee to the payment of any taxes, assessments or liens
            claiming priority over the lien of the Mortgage; and

        

        


        Second:                      To
          the Pledgee (as defined in the Pledge Agreement) for its distribution in
          accordance with the provisions of Section 9 of the Pledge Agreement;
          and

        


        Third:                      To
          the Shipowner or as may be directed by a court of competent
          jurisdiction.

        


        Section
          12.                                Possession
          Until Default.  Until one or more of the events of default
          hereinafter described shall happen, the Shipowner (a) shall be suffered
          and
          permitted to retain actual possession and use of the Vessel and (b) shall
          have
          the right, from time to time, in its discretion, and without application
          or
          notice to the Mortgagee, and without obtaining a release thereof by the
          Mortgagee, to dispose of, free from the lien hereof, any boilers, engines,
          machinery, masts, spars, sails, rigging, boats, anchors, chains, tackle,
          apparel, furniture, fittings or equipment or any other appurtenances of
          the
          Vessel that are no longer useful, necessary, profitable or advantageous
          in the
          operation of the Vessel, first or simultaneously replacing the same by
          new
          boilers, engines, machinery, masts, spars, sails, rigging, boats, anchors,
          chains, tackle, apparel, furniture, fittings, equipment, or other appurtenances
          of substantially equal value to the Shipowner, which shall forthwith become
          subject to the lien of this Deed and the Mortgage.

        


        Section
          13.                                Severability
          of Provisions. etc.  (a) If any provision of this Deed should be
          deemed invalid or shall be deemed to affect adversely the preferred status
          of
          this Deed or the Mortgage under any applicable law, such provision shall
          be void
          and of no effect and shall cease to be a part of this Deed without affecting
          the
          remaining provisions, which shall remain in full force and effect.

        


        (b)           In
          the event that the Guaranty, this Deed, the Mortgage, any of the other
          Credit
          Documents or any of the documents or instruments which may from time to
          time be
          delivered thereunder or hereunder or any provision thereof or hereof shall
          be
          deemed invalidated by present or future law of any nation or by decision
          of any
          court, this shall not affect the validity and/or enforceability of all
          or any
          other parts of the Guaranty, this Deed, the Mortgage, any of the other
          Credit
          Documents or such documents or instruments and, in any such case, the Shipowner
          covenants and agrees that, on demand, it will execute and deliver such
          other and
          further agreements and/or documents and/or instruments and do such things
          as the
          Mortgagee in its sole discretion may reasonably deem to be necessary to
          carry
          out the true intent of this Deed, the Mortgage, the Guaranty and the other
          Credit Documents.

        


        (c)           In
          the event that the title, or ownership of the Vessel shall be requisitioned,
          purchased or taken by any government of any country or any department,
          agency or
          representative thereof, pursuant to any present or future law, proclamation,
          decree order or otherwise, the lien of this Deed and the Mortgage shall
          be
          deemed to attach to the claim for compensation therefor, and the compensation,
          purchase or other taking of such title or ownership is hereby agreed to
          be
          payable to the Mortgagee who shall be entitled to receive the same and
          shall pay
          it to the Mortgagee who shall apply it as provided in Section 11 of this
          Article
          III.  In the event of any such requisition, purchase or taking,
          and

         

         

         

         

        
          
            18

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

         

         

         the
          failure of the Mortgagee to receive proceeds as herein provided, the Shipowner
          shall promptly execute and deliver to the Mortgagee such documents, if
          any, as
          in the opinion of the Mortgagee may be necessary or useful to facilitate
          or
          expedite the collection by the Mortgagee of such part of the compensation,
          purchase price, reimbursement or award as is payable to it
          hereunder.

        


        (d)           Anything
          herein to the contrary notwithstanding, it is intended that nothing herein
          shall
          waive the priority status of this Deed and the Mortgage, and if any provision
          of
          this Deed or portion thereof shall be construed to waive the priority status
          of
          this Deed or the Mortgage, then such provision to such extent shall be
          void and
          of no effect.

        


        ARTICLE
          IV

        


        Sundry
          Provisions

        


        Section
          1                      Successors
          and Assigns.  All of the covenants, promises, stipulations and
          agreements of the Shipowner in this Deed contained shall bind the Shipowner
          and
          its successors and shall inure to the benefit of the Mortgagee and its
          successors and assigns.  In the event of any assignment or transfer of
          this Deed, the term “Mortgagee”, as used in this Deed, shall be deemed to mean
          any such assignee or transferee.

        


        Section
          2.                      Power
          of Substitution.  Wherever and whenever herein any right, power or
          authority is granted or given to the Mortgagee, such right, power or authority
          may be exercised in all cases by the Mortgagee or such agent or agents
          as it may
          appoint, and the act or acts of such agent or agents when taken shall constitute
          the act of the Mortgagee hereunder.

        


        Section
          3.                      Counterparts.  This
          Deed may be executed in any number of counterparts, each of which shall
          be an
          original, but such counterparts shall together constitute but one and the
          same
          instrument.

        


        Section
          4.                      Notices.  Except
          as otherwise expressly provided herein, all notices and other communications
          provided for hereunder shall be in writing (including telexed, telegraphic,
          telex, telecopier or cable communication) and mailed, telexed, telecopied,
          cabled or delivered, if to the Shipowner or to the Mortgagee, at its address
          as
          specified below, or at such other address as shall be designated by such
          party
          in a written notice to the other party:

        


        If
          to the
          Shipowner, addressed to it in care of:

        


        Genco
          Ship Management LLC

        35
          West
          56th Street

        New
          York,
          NY 10019

        USA

        Telephone:
          646-443-8525

        Facsimile:  646-443-8551

        Email:
          finance@gencoshipping.com

        


        If
          to the
          Mortgagee, addressed to it:

        


        DnB
          Nor
          Bank ASA, New York Branch

        200
          Park
          Avenue, 31st Floor

         

         

         

        
          
            19

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        New
          York,
          NY 10166-0396

        Attention:  Nikolai
          Nachamkin

        Facsimile:
          212-681-3900

        


        All
          such
          notices and communications shall, (i) when mailed, be effective three Business
          Days after being deposited in the mails, prepaid and properly addressed
          for
          delivery, (ii) when sent by overnight courier, be effective one Business
          Day
          after delivery to the overnight courier prepaid and properly addressed
          for
          delivery on such next Business Day, or (iii) when sent by telex or telecopier,
          be effective when sent by telex or telecopier, except that notices and
          communications to the Mortgagee shall not be effective until received by
          the
          Mortgagee.

        


        Section
          5.                      Statutory
          Mortgage.  This Deed accompanies and is to be read with and forms
          part of the Mortgage dated the date hereof and shall be effective from
          the date
          hereof.

        


        Section
          6.                      Further
          Assurances.  The Shipowner shall execute and do all such
          assurances, acts and things as the Mortgagee, or any receiver in its absolute
          discretion may require for:

        


        (a)           perfecting
          or protecting the security created (or intended to be created) by this
          Deed and
          the Mortgage; or

        


        (b)           preserving
          or protecting any of the rights of the Mortgagee under this Deed and the
          Mortgage (or any of them); or

        


        (c)           ensuring
          that the security constituted by this Deed and the Mortgage and the covenants
          and obligations of the Shipowner under this Deed shall enure to the benefit
          of
          assignees of the Mortgagee (or any of them); or

        


        (d)           facilitating
          the appropriation or realization of the Vessel or any part thereof and
          enforcing
          the security constituted by this Deed and the Mortgage on or at any time
          after
          the same shall have become enforceable; or

        


        (e)           the
          exercise of any power, authority or discretion vested in the Mortgagee
          under
          this Deed and the Mortgage (or any of them),

        


        in
          any
          such case, forthwith upon demand by the Mortgagee and at the expense of
          the
          Shipowner.

        


        Section
          7.                      Governing
          Law.  The provisions of this Deed shall, with respect to its
          validity, effect, recordation and enforcement, be governed by and construed
          in
          accordance with the applicable laws of Hong Kong.

        


        Section
          8.                      Additional
          Rights of the Mortgagee.  In the event the Mortgagee shall be
          entitled to exercise any of its remedies under Article III hereof, the
          Mortgagee
          shall have the right to arrest and take action against the Vessel at whatever
          place the Vessel shall be found lying and for the purpose of any action
          which
          the Mortgagee may bring before the Courts of such jurisdiction or other
          judicial
          authority and for the purpose of any action which the Mortgagee may bring
          against the Vessel, any writ, notice, judgment or other legal process or
          documents may (without prejudice to any other method of service under applicable
          law) be served upon the Master of the Vessel (or upon anyone acting as
          the
          Master) and such service shall be deemed good service on the Shipowner
          for all
          purposes.

         

         

         

        
          
            20

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

         

        


        [THE
          REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

         

         

         

         

         

         

         

         

        


        
          
            
              21

            

            
              
              

              
                

              

            

            
              
              

            

          

        

         

         

        


        IN
          WITNESS WHEREOF, the Shipowner has caused this Deed of Covenants to be
          duly
          executed by its authorized representative the day and year first above
          written.

        


        SIGNED,
          SEALED and DELIVERED by

        [                                                ]

        for
          and
          on behalf of

        [NAME
          OF
          SHIPOWNER]

        


        


        


        


        


        


        DNB
          NOR
          BANK ASA, NEW YORK BRANCH,

        as
          Security Trustee,

        


        


        


        By:  ____________________

        Name:

        Title:

        


        


        


        
          
            
              22

            

            
              
              

              
                

              

            

            
              
              

            

          

        

         

        
          Exhibit
            L-1

           

           

          HONG   KONG   SHIP   MORTGAGE

          [Missing
            Graphic Reference] 

          Entered
            into pursuant to section 44 of the Merchant Shipping (Registration)
            Ordinance

          [Missing
            Graphic Reference] 

           

          _______________________

           

          BY
            THIS
            MORTGAGE the Mortgagor referred to in Part ONE Mortgages the Ship referred
            to in
            Part TWO to the Mortgagee referred to in Part THREE as security for the
            due and
            punctual performance of all the Mortgagor's obligations to the Mortgagee
            pursuant to the [document] [transaction] referred to in Part
            FOUR as such [document] [transaction] may from time to time
            hereafter be amended modified and supplemented.

          [Missing
            Graphic Reference] 

          


          By
            its
            execution of this mortgage the Mortgagor warrants to the Mortgagee that
            (a) it
            has power to enter into this mortgage (b) the said ship is free of incumbrances
            save for any shown in the Hong Kong Register of Ships at the time this
            mortgage
            is presented for recording and (c) this mortgage is binding on and enures
            for
            the benefit of the successors and assigns of the Mortgagor and
            Mortgagee. [The Mortgagor further warrants that the Mortgagee's
            representative has authority to insert the official number of the Ship
            upon such
            number being designated to the Ship.]

          [Missing
            Graphic Reference] 

          


          
            	
                    P
                      A R T   O N E

                  	
                    M
                      O R T G A G O R  (Ship's owner)

                  	 
	
                    [Missing
                      Graphic Reference] 

                  	
                    [Missing
                      Graphic Reference] 

                  	 
	
                    [Missing
                      Graphic Reference] 

                  	
                    [Missing
                      Graphic Reference] 

                  
	
                     

                     

                     

                    [SHIPOWNER]

                     

                  	
                    Trust
                      Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall
                      Islands
                      MH96960

                    Incorporated
                      in the Republic of Marshall islands

                    Registered
                      in Hong Kong as an oversea company under Part XI of the Companies
                      Ordinance (Cap.32 of the Laws of Hong Kong) having an address
                      at 15th
                      Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong

                     

                  


          

          


          
            	
                    P
                      A R T   T W O

                  	
                    SHORT  DESCRIPTION  OF  MORTGAGED  SHIP

                  	 
	
                    [Missing
                      Graphic Reference] 

                  	
                    [Missing
                      Graphic Reference] 

                  	 
	
                    [Missing
                      Graphic Reference] 

                  	
                    [Missing
                      Graphic Reference] 

                  
	
                    HK-[    ]

                  	
                    [VESSEL]

                  
	
                         
                      [Missing Graphic Reference] 

                  


          

          


          
            	
                    P
                      A R T   T H R E E

                  	
                    M
                      O R T G A G E E  (see Note 3)

                  	 
	
                    [Missing
                      Graphic Reference] 

                  	
                    [Missing
                      Graphic Reference] 

                  	 
	
                    [Missing
                      Graphic Reference] 

                  	
                    [Missing
                      Graphic Reference] 

                  
	
                     

                     

                     

                         DNB
                      NOR BANK ASA, NEW YORK BRANCH

                     

                     

                  	
                     

                    200
                      Park Avenue

                    New
                      York

                    New
                      York
                      10166-0396

                    (incorporated
                      under the laws
                      of the Kingdom of Norway)

                     

                  
	 	
                    [Missing
                      Graphic Reference] 

                  	
                    212-681-3863

                  	
                    [Missing
                      Graphic Reference] 

                  	
                     212-681-3900

                  


          

          


          
            	
                    P
                      A R T   F O U R

                  	
                    Particulars
                      of Document[s] or transaction[s], the obligations whereunder
                      are secured
                      by this mortgagee (see note 4)

                  	 
	
                    [Missing
                      Graphic Reference] 

                  	
                    [Missing
                      Graphic Reference] 

                  	 
	
                    Date
                      and Nature of Transaction and Description of Document (if
                      any)

                    [Missing
                      Graphic Reference] 

                  	
                    [Missing
                      Graphic Reference] 

                  
	
                    1.           Credit
                      Agreement dated __ July 2007

                    2.           Deed
                      of Covenants dated
                      [                    ]
                      2007

                    3.           Guaranty
                      dated
                      [                     ]
                      2007

                    4.Certain
                      Letters of Credit issued from time to time for the account
                      of Genco
                      Shipping & Trading Limited

                    5.           The
                      other Security Documents as defined and described in Section
                      13.01
                      of

                    the
                      above Credit Agreement to
                      which the Mortgagor is a party

                  	
                    1.  (a)
                      Genco Shipping & Trading Limited as borrower (b) the banks and
                      financial institutions named therein as lenders (c) the Mortgagee,
                      as
                      administrative agent, mandated lead arranger, bookrunner and
                      collateral
                      agent

                    2.        (a)
                      the Mortgagor, as shipowner and (b) the Mortgagee, as administrative
                      agent

                    3.        (a)
                      the Mortgagor and others, as guarantor and (b) the Mortgagee,
                      as
                      administrative agent

                    4.        (a)
                      any lenders under the Credit Agreement, as issuing
                      lender

                  


          

          


          


          IN
            WITNESS whereof the Mortgagor has caused this mortgage to be executed
            on                  2007

          [Missing
            Graphic Reference] 

          


          
            	
                     

                    SIGNED,
                      SEALED and DELIVERED
                      by                                                                                  )

                    [                                        ]                      )

                    for
                      and on behalf
                      of                                                                            )

                    [SHIPOWNER]                             )

                    as
                      its duly authorised
                      attorney                                                                                  )

                    pursuant
                      to a power of
                      attorney                                                                                  )

                    dated                                                  2007                      )

                    in
                      the presence
                      of:                                                                       )

                     

                     

                     

                  


          

          


          N
            O T E S

          [Missing
            Graphic Reference] 

          




        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        EXHIBIT
          L-2

        TO
          THE
          CREDIT AGREEMENT

        


        


        


        


        


        


        FORM
          OF

        FIRST
          PREFERRED SHIP MORTGAGE

        


        


        ON
          MARSHALL ISLANDS FLAG VESSEL

        


        


        [VESSEL]

        OFFICIAL
          NO. [OFFICIAL NUMBER]

        


        


        executed
          by

        


        


        [SHIPOWNER],

        as
          Shipowner

        


        


        in
          favor
          of

        


        


        DNB
          NOR
          BANK ASA, NEW YORK BRANCH

        as
          Security Trustee and Mortgagee

        


        


        


        


        


        [CLOSING
          DATE]

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

         

        TABLE
          OF
CONTENTS
                                              

                                                                          Page

        
          ARTICLE
            I [INSERT
            PAGE NUMBER]

          Section
            1.                      Existence;
            Authorization                                                      
            4

          Section
            2.                      Title
            to
            Vessel                                                            
4

          Section
            3.                      ISM,
            ISPS and MARPOL
Compliance                                               
            4

          ARTICLE
            II                                                                               
            4

          Section
            1.                      Payment
            of Indebtedness                                                        4

          Section
            2.                      Mortgage
            Recording                                                        
5

          Section
            3.                      Lawful
            Operation                                                          
            5

          Section
            4.                      Payment
            of Taxes                                                         
5

          Section
            5.                      Prohibition
            of Liens                                                         
5

          Section
            6.                      Notice
            of Mortgage                                                         
5

          Section
            7.                      Removal
            of Liens                                                          6

          Section
            8.                      Release
            from Arrest                                                          6

          Section
            9.                      Maintenance                                                             6

                 
            Section
            10.                    Inspection;
            Reports                                                         9

                 
            Section
            11.        Flag;
            Home Port                                                          
             9

          Section
            12.                    No
            Sales. Transfers or Charters                                               10

          Section
            13.                    Insurance                                                             10

          Section
            14.                    Reimbursement
            for
            Expenses                                                    13

          Section
            15.                    Performance
            of
            Charters                                                    
14

          Section
            16.                    Change
            in Ownership                                                        
14

          Section
            17.                    Prepayment
            if Event of
            Loss                                                 14

          ARTICLE
            III                                                                           
14

          Section
            1.                      Events
            of Default: Remedies                                                    
14

          Section
            3.                      Power
            of
            Attorney-Sale                                                     17

          Section
            4.                      Power
            of
            Attorney-Collection                                                  17

          Section
            5.                      Delivery
            of Vessel                                                         
            17

          Section
            6.                      Mortgagee
            to Discharge
            Liens                                                17

          Section
            7.                      Payment
            of Expenses                                                    18

          Section
            8.                      Remedies
            Cumulative                                                        18

          Section
            9.                      Cure
            of
            Defaults                                                        
18

          Section
            10.                    Discontinuance
            of
            Proceedings                                               18

          Section
            11.                    Application
            of
            Proceeds                                                    19

          Section
            12.                   
            Possession Until Default                                                   19

          Section
            13.                    Severability
            of Provisions.
            etc                                                  19

          ARTICLE
            IV                                                                            20

          Section
            1                      Successors
            and
            Assigns                                                    20

          Section
            2.                      Power
            of
            Substitution                                                        20

          Section
            3.                      Counterparts                                                           20

          Section
            4.                      Notices                                                             20

          Section
            5.                     Recording:
            Clause                                                          21

          Section
            6.                     Further
            Assurances                                                        21

          Section
            7.                      Governing
            Law                                                           22

          Section
            8.                      Additional
            Rights of the
            Mortgagee                                              22

          
 

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        FIRST
          PREFERRED MORTGAGE

        


        [VESSEL]

        


        


        This
          First Preferred Ship Mortgage made [CLOSING DATE] (this “Mortgage”), by
          [SHIPOWNER], a Marshall Islands limited liability company (the “Shipowner”), in
          favor of DNB NOR BANK ASA, NEW YORK BRANCH, a bank incorporated under the
          laws
          of the Kingdom of Norway, acting through its New York branch, with offices
          at
          200 Park Avenue, New York, New York 10166-0396 as Security Trustee (together
          with its successors in trust and assigns, the “Mortgagee”), pursuant to the
          Credit Agreement referred to below.

        


        W
          I T N E
          S S E T H

        


        WHEREAS:

        


        A.           The
          Shipowner is the sole owner of the whole of the Marshall Islands flag vessel
          [VESSEL NAME], Official Number [OFFICIAL NUMBER] of [GROSS TONS] gross
          tons and
          [NET TONS] net tons built in [YEAR BUILT] at [YARD AND LOCATION BUILT],
          with her
          home port at Majuro, Marshall Islands.

        


        B.           Genco
          Shipping & Trading Limited, a Marshall Islands corporation (the “Borrower”),
          the Lenders party thereto from time to time, the Mortgagee, as mandated
          lead
          arranger, book runner, Administrative Agent and Collateral Agent, have
          entered
          into a Credit Agreement dated as of July __ 2007 (as the same may be amended,
          supplemented or otherwise modified from time to time, the “Credit Agreement”),
          providing for the making of revolving loans to the Borrower in the principal
          amount of up to One Billion Three Hundred Seventy Seven Million United
          States
          Dollars (U.S.$1,377,000,000) (the "Loan") (the Lenders, the Administrative
          Agent
          and Collateral Agent, collectively, the “Lender Creditors”).  A copy
          of the form of the Credit Agreement (without attachments) is attached hereto
          as
          Exhibit A and made a part hereof.  A copy of the Note is attached
          hereto as Exhibit B and made a part hereof.  Except as otherwise
          defined herein, capitalized terms used herein and defined in the Credit
          Agreement shall be used herein as so defined.

        


        C.           The
          Borrower may at any time and from time to time enter into, or guaranty
          the
          obligations of one or more Subsidiary Guarantors or any of their respective
          Subsidiaries under, one or more Interest Rate Protection Agreements or
          Other
          Hedging Agreements with respect to the Loan (and/or the Commitments) with
          one or
          more Lenders or any Affiliate thereof (each such Lender or Affiliate, even
          if
          the respective Lender subsequently ceases to be a Lender under the Credit
          Agreement for any reason, together with such Lender’s or Affiliate’s successors
          and assigns, if any, collectively, the “Other Creditors” and, together with the
          Lender Creditors, the “Secured Creditors”).  The estimated aggregate
          notional amount of the liabilities of the Borrower under the Interest Rate
          Protection Agreements or Other Hedging Agreements entered into with respect
          to
          the Loan (and/or the Commitments) is
          [         ] United States Dollars
          (U.S.$[       ]) (the "Hedging
          Liabilities").

        


        D.           The
          Shipowner is a wholly-owned subsidiary of the Borrower.

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        E.           The
          Shipowner entered into the Guaranty in favor of the Secured Creditors pursuant
          to which the Shipowner has guaranteed (i) to the Lender Creditors, all
          obligations of the Borrower under the Credit Agreement and each other Credit
          Document to which the Borrower is a party, and (ii) to each of the Other
          Creditors, all obligations of the Borrower under each Interest Rate Protection
          Agreement and each Other Hedging Agreement entered into with respect to
          the Loan
          (and/or the Commitments).  A copy of the form of the Guaranty is
          attached hereto as Exhibit C and made a part hereof.  The Lenders have
          advanced the Loan pursuant to the Credit Agreement;  the Shipowner
          acknowledges that it is justly indebted to the Secured Creditors under
          the
          Guaranty.

        


        F.           In
          order to secure its obligations under the Guaranty according to the terms
          thereof, and the payment of all other such sums that may hereinafter be
          secured
          by this Mortgage in accordance with the terms hereof, and to secure the
          performance and observance of and compliance with all the agreements, covenants
          and conditions contained herein and in the Guaranty, the Shipowner has
          duly
          authorized the execution and delivery of this First Preferred Mortgage
          under
          Chapter 3 of the Marshall Islands Maritime Act 1990 as amended.

        


        G.           Pursuant
          to the Credit Agreement, the Mortgagee has agreed to act as Trustee for
          the
          Secured Creditors.

        


        NOW,
          THEREFORE, in consideration of the premises and other good and valuable
          consideration, and in order to secure the Shipowner’s obligations under the
          Guaranty according to the terms thereof, and the payment of all other sums
          that
          may hereafter be secured by this Mortgage in accordance with the terms
          hereof
          (all such obligations and other sums hereinafter called the “Indebtedness hereby
          secured”) and to secure the performance and observance of and compliance with
          all of the agreements, covenants and conditions contained in this Mortgage
          and
          the Guaranty, the Shipowner has granted, conveyed, mortgaged, pledged,
          confirmed, assigned, transferred and set over and by these presents does
          grant,
          convey, mortgage, pledge, confirm, assign, transfer and set over, unto
          the
          Mortgagee, and its successors and assigns, the whole of the said vessel
          [VESSEL
          NAME], including, without being limited to, all of the boilers, engines,
          machinery, masts, spars, boats, anchors, cables, chains, fuel (to the extent
          owned by the Shipowner), rigging, tackle, capstans, outfit, tools, pumps
          and
          pumping equipment, apparel, furniture, drilling equipment, fittings, equipment,
          spare parts, and all other appurtenances thereunto appertaining or belonging,
          whether now owned or hereafter acquired, and also any and all additions,
          improvements, renewals and replacements hereafter made in or to such vessel
          or
          any part thereof, including all items and appurtenances aforesaid (such
          vessel,
          together with all of the foregoing, being herein called the
“Vessel”).

        


        TO
          HAVE
          AND TO HOLD all and singular the above mortgaged and described property
          unto the
          Mortgagee and its successors and assigns, to its and to its successors’ and
          assigns’ own use, benefit and behoof forever.

        


        PROVIDED,
          and these presents are upon the condition, that, if the Shipowner or its
          successors or assigns shall pay or cause to be paid the Indebtedness hereby
          secured as and when the same shall become due and payable in accordance
          with the
          terms of the Guaranty and this Mortgage, and all other such sums as may
          hereafter become secured by this Mortgage in accordance with the terms
          hereof,
          and the Shipowner shall duly perform, observe and comply with or cause
          to be
          performed, observed, or complied with all the covenants, terms and conditions
          of
          this Mortgage and the Guaranty expressed or implied, to be performed, then
          this
          Mortgage and the estate and rights hereunder shall cease, determine and
          be void,
          otherwise to remain in full force and effect.

         

         

        
          
            3

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        The
          Shipowner, for itself, its successors and assigns, hereby covenants, declares
          and agrees with the Mortgagee and its successors and assigns that the Vessel
          is
          to be held subject to the further covenants, conditions, terms and uses
          hereinafter set forth.

        


        The
          Shipowner covenants and agrees with the Mortgagee as follows:

        


        ARTICLE
          I

        


        Representations
          and Warranties of the Shipowner

        


        Section
          1.                      Existence:
          Authorization.  The Shipowner is a company duly organized and
          validly existing under the laws of the Republic of the Marshall Islands
          and
          shall so remain during the life of this Mortgage.  The Shipowner has
          full power and authority to own and mortgage the Vessel; has full right
          and
          entitlement to register the Vessel in its name under the flag of the Republic
          of
          the Marshall Islands and all action necessary and required by law for the
          execution and delivery of this Mortgage has been duly and effectively taken;
          and
          each of the Indebtedness hereby secured and this Mortgage is and will be
          the
          legal, valid and binding obligation of the Shipowner enforceable in accordance
          with its terms.

        


        Section
          2.                      Title
          to Vessel.  The Shipowner lawfully owns and is lawfully possessed
          of the Vessel free from any lien or encumbrance whatsoever other than this
          Mortgage, liens for current crew’s wages and liens not yet required to be
          removed under Section 7 of Article II hereof and will warrant and defend
          the
          title and possession thereto and to every part thereof for the benefit
          of the
          Mortgagee against the claims and demands of all persons whomsoever.

        


        Section
          3.                      ISM,
          ISPS and MARPOL Compliance.  The Shipowner has obtained all
          necessary ISM Documentation in connection with the Vessel and is in full
          compliance with the ISM Code, the ISPS Code and Annex VI (Regulations for
          the
          Prevention of Air Pollution from Ships) to MARPOL (as such terms are defined
          in
          Section 9 of Article II.

        


        ARTICLE
          II

        


        Covenants
          of the Shipowner

        


        Section
          1.                      Payment
          of Indebtedness.  The Shipowner will pay or cause to be paid the
          Indebtedness hereby secured and will observe, perform and comply with the
          covenants, terms and conditions herein and in the Guaranty, express or
          implied,
          on its part to be observed, performed or complied with. In the event of
          inconsistency between this Mortgage and the Guaranty, the provisions of
          this
          Mortgage shall prevail but only to the extent required by Marshall Islands
          law.

        


        The
          obligation of the Indebtedness hereby secured is an obligation in United
          States
          Dollars and the term “US$” when used herein shall mean such United States
          Dollars.  Notwithstanding fluctuations in the value or rate of United
          States Dollars in terms of gold or any other currency, all payments hereunder
          or
          otherwise in respect of the Indebtedness hereby secured shall be payable
          in
          terms of United States Dollars when due, in United States Dollars when paid,
          whether such payment is made before or after the due date.

         

         

        
          
            4

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        Section
          2.                      Mortgage
          Recording.  The Shipowner will cause this Mortgage to be duly
          recorded or filed in the Office of the Deputy Commissioner of Maritime
          Affairs
          of the Republic of the Marshall Islands, in accordance with the provisions
          of
          Chapter 3 of the Republic of the Marshall Islands Maritime Act of 1990,
          as
          amended, and will otherwise comply with and satisfy all of the provisions
          of
          applicable laws of the Republic of the Marshall Islands in order to establish
          and maintain this Mortgage as a first preferred mortgage thereunder upon
          the
          Vessel and upon all renewals, replacements and improvements made in or
          to the
          same for the amount of the Indebtedness hereby secured.

        


        Section
          3.                      Lawful
          Operation.  The Shipowner will not cause or permit the Vessel to
          be operated in any manner contrary to law, and the Shipowner will not engage
          in
          any unlawful trade or violate any law or carry any cargo that will expose
          the
          Vessel to penalty, forfeiture or capture, and will not do, or suffer or
          permit
          to be done, anything which can or may injuriously affect the registration
          of the
          Vessel under the laws and regulations of the Republic of the Marshall Islands
          and will at all times keep the Vessel duly documented thereunder.

        


        Section
          4.                      Payment
          of Taxes.  The Shipowner will pay and discharge when due and
          payable, from time to time, all taxes, assessments, governmental charges,
          fines
          and penalties lawfully imposed on the Vessel or any income
          therefrom.

        


        Section
          5.                      Prohibition
          of Liens.  Neither the Shipowner, any charterer, the Master of the
          Vessel nor any other person has or shall have any right, power or authority
          to
          create, incur or permit to be placed or imposed or continued upon the Vessel,
          its freights, profits or hire any lien whatsoever other than this Mortgage,
          other liens in favor of the Mortgagee and for crew’s wages and
          salvage.

        


        Section
          6.                      Notice
          of Mortgage.  The Shipowner will place, and at all times and
          places will retain a properly certified copy of this Mortgage on board
          the
          Vessel with her papers and will cause such certified copy and the Vessel’s
          marine document to be exhibited to any and all persons having business
          therewith
          which might give rise to any lien thereon other than liens for crew’s wages and
          salvage, and to any representative of the Mortgagee.

        


        The
          Shipowner will place and keep prominently displayed in the chart room and
          in the
          Master’s cabin on the Vessel a framed printed notice in plain type reading as
          follows:

        


        NOTICE
          OF
          MORTGAGE

        


        THIS
          VESSEL IS OWNED BY [SHIPOWNER], AND IS SUBJECT TO A FIRST PREFERRED MORTGAGE
          IN
          FAVOR OF DNB NOR BANK ASA, NEW YORK BRANCH, AS TRUSTEE/MORTGAGEE UNDER
          AUTHORITY
          OF CHAPTER 3 OF THE MARSHALL ISLANDS MARITIME ACT 1990, AS
          AMENDED.  UNDER THE TERMS OF SAID MORTGAGE, NEITHER THE SHIPOWNER, ANY
          CHARTERER, THE MASTER OF THE VESSEL, NOR ANY OTHER PERSON HAS ANY RIGHT,
          POWER
          OR AUTHORITY TO CREATE, INCUR OR PERMIT TO BE PLACED OR IMPOSED UPON THE
          VESSEL,
          ANY ENCUMBRANCES WHATSOEVER OR ANY OTHER LIEN WHATSOEVER OTHER THAN FOR
          CREW’S
          WAGES AND SALVAGE.

         

         

        
          
            5

          

          
            
            

            
              

            

          

          
            
            

          

           

        

        


        Section
          7.                      Removal
          of Liens.  Except for the lien of this Mortgage, the Shipowner
          will not suffer to be continued any lien, encumbrance or charge on the
          Vessel,
          and in due course and in any event within thirty (30) days after the same
          becomes due and payable or within fourteen (14) days after being requested
          to do
          so by the Mortgagee, the Shipowner will pay or cause to be discharged or
          make
          adequate provision for the satisfaction or discharge of all claims or demands,
          and will cause the Vessel to be released or discharged from any lien,
          encumbrance or charge therefor.

        


        Section
          8.                      Release
          from Arrest.  If a libel, complaint or similar process be filed
          against the Vessel or the Vessel be otherwise attached, levied upon or
          taken
          into custody by virtue of any legal proceeding in any court, the Shipowner
          will
          promptly notify the Mortgagee thereof by telex, or telefax confirmed by
          letter,
          at the address, as specified in this Mortgage, and within fourteen (14)
          days
          will cause the Vessel to be released and all liens thereon other than this
          Mortgage to be discharged, will cause a certificate of discharge to be
          recorded
          in the case of any recording of a notice of claim of lien, and will promptly
          notify the Mortgagee thereof in the manner aforesaid.  The Shipowner
          will notify the Mortgagee within forty-eight (48) hours of any average
          or
          salvage incurred by the Vessel.

        


        Section
          9.                      Maintenance.  (a)
          The Shipowner will at all times and without cost or expense to the Mortgagee
          maintain and preserve, or cause to be maintained and preserved, the Vessel
          and
          all its equipment, outfit and appurtenances, tight, staunch, strong, in
          good
          condition, working order and repair and in all respects seaworthy and fit
          for
          its intended service, and will keep the Vessel, or cause her to be kept,
          in such
          condition as will entitle her to the highest classification and rating
          for
          vessels of the same age and type in the American Bureau of Shipping or
          other
          classification society listed on Schedule VIII to the Credit
          Agreement.  The Shipowner covenants to deliver annually to the
          Mortgagee a certificate from such class society showing such classification
          to
          be maintained.  The Shipowner will without cost or expense to the
          Mortgagee promptly, irrevocably and unconditionally instruct and authorize
          the
          classification society of the Vessel, and shall request the classification
          society to give an undertaking to the Mortgagee as follows:

        


        1.           to
          send to the Mortgagee, following receipt of a written request from the
          Mortgagee, certified true copies of all original class records held by
          the
          classification society relating to the Vessel;

        


        2.           to
          allow the Mortgagee (or its agents), at any time and from time to time,
          to
          inspect the original class and related records of the Shipowner and the
          Vessel
          at the offices of the classification society and to take copies of
          them;

        


        3.           following
          receipt of a written request from the Mortgagee:

        


        (a)           to
          advise of any facts or matters which may result in or have resulted in
          a change,
          suspension, discontinuance, withdrawal or expiry of the Vessel’s class under the
          rules or terms and conditions of the Shipowner’s or the Vessel’s membership of
          the classification society; and

        


        (b)           to
          confirm that the Shipowner is not in default of any of its contractual
          obligations or liabilities to the classification society and, without limiting
          the foregoing, that it has paid in full all fees or other charges due and
          payable to the classification society; and

         

         

        
          
            6

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        (c)           if
          the Shipowner is in default of any of its contractual obligations or liabilities
          to the classification society, to specify to the Mortgagee in reasonable
          detail
          the facts and circumstances of such default, the consequences thereof,
          and any
          remedy period agreed or allowed by the classification society; and

        


        (d)           to
          notify the Mortgagee immediately in writing if the classification society
          receives notification from the Shipowner or any other person that the Vessel’s
          classification society is to be changed.

        


        Notwithstanding
          the above instructions and undertaking given for the benefit of the Mortgagee,
          the Shipowner shall continue to be responsible to the classification society
          for
          the performance and discharge of all its obligations and liabilities relating
          to
          or arising out of or in connection with the contract it has with the
          classification society, and nothing herein or therein shall be construed
          as
          imposing any obligation or liability of the Mortgagee to the classification
          society in respect thereof.

        


        The
          Shipowner shall further notify the classification society that all the
          foregoing
          instructions and authorizations shall remain in full force and effect until
          revoked or modified by written notice to the classification society received
          from the Mortgagee, and that the Shipowner shall reimburse the classification
          society for all its costs and expenses incurred in complying with the foregoing
          instructions.

        


        (b)           The
          Vessel shall, and the Shipowner covenants that she will, at all times comply
          with all applicable laws, treaties and conventions to which the Republic
          of the
          Marshall Islands is a party, and rules and regulations issued thereunder,
          and
          shall have on board as and when required thereby valid certificates showing
          compliance therewith.  The Shipowner will not make, or permit to be
          made, any substantial change in the structure, type or speed of the Vessel
          or
          change in her rig, without first receiving the written approval thereof
          by the
          Mortgagee.

        


        (c)           The
          Shipowner agrees to give the Mortgagee at least ten (10) days notice of
          the
          actual date and place of any survey or drydocking, in order that the Mortgagee
          may have representatives present if desired.  The Shipowner agrees
          that at the Mortgagee’s request it will satisfy the Mortgagee that the expense
          of such survey or drydocking or work to be done thereat is within Shipowner’s
          financial capability and will not result in a claim or lien against the
          Vessel
          in violation of the provisions of this Mortgage, the Credit Agreement,
          the
          Guaranty or any other Credit Document.

        


        (d)           The
          Shipowner shall promptly notify the Mortgagee of and furnish the Mortgagee
          with
          full information, including copies of reports and surveys, regarding any
          material accident or accident involving repairs where the aggregate cost
          is
          likely to exceed Two Million Five Hundred Thousand Dollars (U.S. $2,500,000)
          (or
          its equivalent in another currency), any major damage to the Vessel, any
          event
          affecting the Vessel’s class, any occurrence in consequence whereof the Vessel
          has become or is likely to suffer an Event of Loss.

        


        (e)           The
          Mortgagee shall have the right at any time, on reasonable notice, to have
          its
          surveyor conduct inspections and surveys of the Vessel to ascertain the
          condition of the Vessel and to satisfy itself that the Vessel is being
          properly
          repaired and maintained.  Such inspections and surveys shall be
          conducted at such times and in such manner as will not interfere with the
          Shipowner’s normal business operations and schedule.

         

         

        
          
            7

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        (f)           The
          Shipowner will furnish to the Mortgagee on demand true and complete copies
          of
          the DOC (the SMC referred to in the definition of ISM Code Documentation
          below)
          and such other ISM Code documentation as the Mortgagee may reasonably request
          in
          writing.

        


        (g)           The
          Shipowner will comply or procure compliance with the ISM Code, the ISPS
          Code and
          Annex VI (Regulations for the Prevention of Air Pollution from Ships) to
          MARPOL
          (as such terms are defined below) and notify the Mortgagee forthwith
          upon:

        


        (i)           any
          claim for breach of the ISM Code or the ISPS Code being made against the
          Shipowner, an ISM Responsible Person (as such term is defined below) or
          the
          manager of the Vessel in connection with the Vessel; or

        


        (ii)           any
          other matter, event or incident, actual or which will or could lead to
          the ISM
          Code or the ISPS Code or Annex VI (Regulations for the Prevention of Air
          Pollution from Ships) to MARPOL not being complied with;

        


        and
          keep
          the Mortgagee advised in writing on a regular basis and in such detail
          as the
          Mortgagee shall require, of the Shipowner’s and Vessel manager’s response to the
          items referred to in subclauses (i) and (ii) above.

        


        For
          the
          purposes of this Mortgage:

        


        “ISM
          Code” means in relation to its application the Shipowner, the Vessel 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’, adopted by the
          Assembly of the International Maritime Organization by Resolution A.741(18)
          on 4
          November 1993 and incorporated on 19 May 1994 into Chapter IX of the
          International Convention for the Safety of Life at Sea 1974 (SOLAS 1974);
          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
          International Maritime Organization or any other entity with responsibility
          for
          implementing the ISM Code, including without limitation, the ‘Guidelines on
          implementation or administering of the International Safety Management
          (ISM)
          Code by Administrations’ produced by the International Maritime Organization
          pursuant to Resolution A.788(19) adopted on 25 November 1995,

        


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

        


        “ISM
          Code
          Documentation” includes:

        


        (a)           the
          document of compliance (DOC) and safety management certificate (SMC) issued
          pursuant to the ISM Code in relation to the Vessel within the periods specified
          by the ISM Code;

         

         

        
          
            8

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        (b)           the
          interim safety management certificate (“Interim SMC”) issued pursuant to the ISM
          Code in relation to the Vessel prior to or on the delivery date
          thereof;

        


        (c)           all
          other documents and data which are relevant to the ISM SMS and its
          implementation and verification which the mortgage may require by request;
          and

        


        (d)           any
          other documents which are prepared or which are otherwise relevant to establish
          and maintain the Vessel’s or the Shipowner’s compliance with the ISM Code which
          the Mortgagee may require by request.

        


        “ISM
          SMS”
means the safety management system which is required to be developed,
          implemented and maintained under the ISM Code.

        


        “ISPS
          Code” means the International Ship and Port Facility Security Code constituted
          pursuant to resolution A.924(22) of the International Maritime Organisation
          (“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) adopted on July 1, 2004.

        


        "MARPOL"
          means the International Convention for the Prevention of Pollution from
          Ships
          1973 (as modified in 1978 and 1997) and includes any amendments or extensions
          of
          it and any regulation issued pursuant to it.

        


        Section
          10.                                Inspection;
          Reports.  (a)  The Shipowner will at all reasonable
          times afford the Mortgagee or its authorized representatives full and complete
          access to the Vessel for the purpose of inspecting the Vessel and her cargo
          and
          papers, including without limitation all records pertaining to the Vessel’s
          maintenance and repair, and, at the request of the Mortgagee, the Shipowner
          will
          deliver for inspection copies of any and all contracts and documents relating
          to
          the Vessel, whether on board or not.

        


        (b)           The
          Shipowner hereby agrees to furnish promptly to the Mortgagee, on demand,
          any
          reports or information which the Shipowner may submit to shareholders or
          regulatory agencies and any additional information which the Mortgagee
          may
          request in respect of the financial condition of the Shipowner.

        


        Section
          11.                                Flag;
          Home Port.  (a)  The Shipowner will not change the flag
          or home port of the Vessel without the written consent of the Mortgagee
          and any
          such written consent to anyone change of flag or home port shall not be
          construed to be a waiver of this provision with respect to any subsequent
          proposed change of flag or home port.

        


        (b)           Notwithstanding
          the foregoing provisions of this Section 11, upon not less than 30 days
          prior
          written notice to the Mortgagee, provided no Default or Event of Default
          under
          the Credit Agreement shall have occurred and be continuing, the Shipowner
          may
          change the flag or home port of the Vessel to another flag or home port
          reasonably satisfactory to the Mortgagee, provided that the Shipowner shall
          promptly take all actions necessary or desirable to establish, preserve,
          protect
          and maintain the security interest of the Mortgagee in the Vessel to the
          satisfaction of the Mortgagee, and the Shipowner shall have provided to
          the
          Mortgagee and the Lenders such opinions of counsel as may 

         

         

         

        
          
            9

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

         

        be
          reasonably requested by the Mortgagee to assure itself that the conditions
          of
          this proviso have been satisfied.

        


        Section
          12.                                No
          Sales, Transfers or Charters.  The Shipowner will not sell,
          mortgage, transfer, or change the management of, or demise charter the
          Vessel
          for any period longer than twelve (12) months (including any permitted
          extensions or renewals) in each case, without the written consent of the
          Mortgagee (not to be unreasonably withheld) first had and obtained, and
          any such
          written consent to any one sale, mortgage, demise charter, transfer, or
          change
          of management shall not be construed to be a waiver of this provision with
          respect to any subsequent proposed sale, mortgage, demise charter, transfer,
          or
          change of management.  Any such sale, mortgage, demise charter,
          transfer, or change of management of the Vessel shall be subject to the
          provisions of this Mortgage and the lien hereof.

        


        Section
          13.                                Insurance.  (a)  The
          Shipowner, at its own expense, or with respect to part (a)(iii) of this
          Section
          13 the Mortgagee at the expense of the Shipowner, will keep the Vessel
          insured
          with insurers and protection and indemnity clubs or associations of
          internationally recognized responsibility, and placed in such markets,
          on such
          terms and conditions, and through brokers, in each case reasonably satisfactory
          to the Mortgagee and under forms of policies approved by the Mortgagee
          against
          the risks indicated below and such other risks as the Mortgagee may specify
          from
          time to time:

        


        (i)           Marine
          and war risk, including London Blocking and Trapping Addendum and Lost
          Vessel
          Clause, hull and machinery insurance in an amount in U.S. dollars equal
          to,
          except as otherwise approved or required in writing by the Mortgagee, the
          greater of (x) the then full commercial value of the Vessel or (y) an amount
          which, when aggregated with such insured value of the other Mortgaged Vessels
          (if the other Mortgaged Vessels are then subject to a mortgage in favor
          of the
          Mortgagee under the Credit Agreement, and have not suffered an Event of
          Loss),
          is equal to [120]% of the then outstanding aggregate principal amount of
          the
          Loan whether used or unused.

        


        (ii)           Marine
          and war risk protection and indemnity insurance or equivalent insurance
          (including coverage against liability for passengers, fines and penalties
          arising out of the operation of the Vessel, insurance against liability
          arising
          out of pollution, spillage or leakage, and workmen’s compensation or
          longshoremen’s and harbor workers’ insurance as shall be required by applicable
          law) in such amounts approved by the Mortgagee;  provided, however
          that insurance against liability under law or international convention
          arising
          out of pollution, spillage or leakage shall be in an amount not less than
          the
          greater of:

        


        (y)           the
          maximum amount available, as that amount may from time to time change,
          from the
          International Group of Protection and Indemnity Associations or alternatively
          such sources of pollution, spillage or leakage coverage as are commercially
          available in any absence of such coverage by the International Group as
          shall be
          carried by prudent shipowners for similar vessels engaged in similar trades
          plus
          amounts available from customary excess insurers of such risks as excess
          amounts
          shall be carried by prudent shipowners for similar vessels engaged in similar
          trades; and

        


        (z)           the
          amounts required by the laws or regulations of the United States of America
          or
          any applicable jurisdiction in which the Vessel may be trading from time
          to
          time.

         

         

         

        
          
            10

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        (iii)           While
          the Vessel is idle or laid up, at the option of the Shipowner and in lieu
          of the
          above-mentioned marine and war risk hull insurance, port risk insurance
          insuring
          the Vessel against the usual risks encountered by like vessels under similar
          circumstances.

        


        (b)           The
          marine and commercial war-risk insurance required by this Section 13 shall
          have
          deductibles and franchises not exceeding those that a reasonable prudent
          owner
          would agree for a vessel of the type, age and condition of the
          Vessel.

        


        All
          insurance maintained hereunder shall be primary insurance without right
          of
          contribution against any other insurance maintained by the
          Mortgagee.  Each policy of marine and war risk hull and machinery
          insurance with respect to the Vessel shall provide that the Mortgagee shall
          be a
          named insured and a loss payee.  Each entry in a marine and war risk
          protection indemnity club with respect to the Vessel shall note the interest
          of
          the Mortgagee.  The Mortgagee and its successors and assigns shall not
          be responsible for any premiums, club calls, assessments or any other
          obligations or for the representations and warranties made therein by the
          Shipowner or any other person.

        


        (c)           The
          Shipowner will furnish the Mortgagee from time to time on request, and
          in any
          event at least annually, a detailed report signed by a firm of marine insurance
          brokers acceptable to the Mortgagee with respect to P & I entry, the hull
          and machinery and war risk insurance carried and maintained on the Vessel,
          together with their opinion as to the adequacy thereof and its compliance
          with
          the provisions of this Mortgage.  At the Shipowner’s expense the
          Shipowner will cause such insurance broker and the P & I club or association
          providing P & I insurance referred to in part (a)(ii) of this Section 13, to
          agree to advise the Mortgagee by telex or telecopier confirmed by letter
          of any
          expiration, termination, alteration or cancellation of any policy, any
          default
          in the payment of any premium and of any other act or omission on the part
          of
          the Shipowner of which it has knowledge and which might invalidate or render
          unenforceable, in whole or in part, any insurance on the Vessel, and to
          provide
          an opportunity of paying any such unpaid premium or call, such right being
          exercisable by the Mortgagee on a vessel by vessel and not on a fleet
          basis.  In addition, the Shipowner shall promptly provide the
          Mortgagee with any information which the Mortgagee reasonably requests
          for the
          purpose of obtaining or preparing any report from an independent marine
          insurance consultant as to the adequacy of the insurances effected or proposed
          to be effected in accordance with this Mortgage as of the date hereof or
          in
          connection with any renewal thereof, and the Shipowner shall upon demand
          indemnify the Mortgagee in respect of all reasonable fees and other expenses
          incurred by or for the account of the Mortgagee in connection with any
          such
          report;  provided the Mortgagee shall be entitled to such indemnity
          only for one such report during any period of twelve months.

        


        The
          underwriters or brokers shall furnish the Mortgagee with a letter or letters
          of
          undertaking to the effect that:

        


        (i)           they
          will hold the instruments of insurance, and the benefit of the insurances
          thereunder, to the order of the Mortgagee in accordance with the terms
          of the
          loss payable clause referred to in the relevant Assignment of Insurances
          for the
          Vessel; and

        


        (ii)           they
          will have endorsed on each and every policy as and when the same is issued
          the
          loss payable clause and the notice of assignment referred to in the relevant
          Assignment of Insurances for the Vessel; and

         

         

        
          
            11

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        (iii)           they
          will not set off against any sum recoverable in respect of a claim against
          the
          Vessel under the said underwriters or brokers or any other person in respect
          of
          any other vessel nor cancel the said insurances by reason of non-payment
          of such
          premiums or other amounts.

        


        All
          policies of insurance required hereby shall provide for not less than 14
          days
          prior written notice to be received by the Mortgagee of the termination
          or
          cancellation of the insurance evidenced thereby.  All policies of
          insurance maintained pursuant to this Section 13 for risks covered by insurance
          other than that provided by a P & I Club shall contain provisions waiving
          underwriters’ rights of subrogation thereunder against any assured named in such
          policy and any assignee of said assured.  The Shipowner has assigned
          to the Mortgagee its rights under any policies of insurance in respect
          of the
          Vessel.  The Shipowner agrees that, unless the insurances by their
          terms provide that they cannot cease (by reason of nonrenewal or otherwise)
          without the Mortgagee being informed and having the right to continue the
          insurance by paying any premiums not paid by the Shipowner, receipts showing
          payment of premiums for required insurance and also of demands from the
          Vessel’s
          P & I underwriters shall be in the hands of the Mortgagee at least two (2)
          days before the risk in question commences.

        


        (d)           Unless
          the Mortgagee shall otherwise agree, all amounts of whatsoever nature payable
          under any insurance must be payable to the Mortgagee for distribution first
          to
          itself and thereafter to the Shipowner or others as their interests may
          appear.  Nevertheless, until otherwise required by the Mortgagee by
          notice to the underwriters upon the occurrence and continuance of a Default
          or
          an event of default hereunder, (i) amounts payable under any insurance
          on the
          Vessel with respect to protection and indemnity risks may be paid directly
          to
          the Shipowner to reimburse it for any loss, damage or expense incurred
          by it and
          covered by such insurance or to the person to whom any liability covered
          by such
          insurance has been incurred provided that the underwriter shall have first
          received evidence that the liability insured against has been discharged,
          and
          (ii) amounts payable under any insurance with respect to the Vessel involving
          any damage to the Vessel not constituting an Event of Loss, may be paid
          by
          underwriters directly for the repair, salvage or other charges involved
          or, if
          the Shipowner shall have first fully repaired the damage or paid all of
          the
          salvage or other charges, may be paid to the Shipowner as reimbursement
          therefor;  provided, however, that if such amounts (including any
          franchise or deductible) are in excess of U.S. $[1,000,000], the underwriters
          shall not make such payment without first obtaining the written consent
          thereto
          of the Mortgagee, which shall not be unreasonably withheld.

        


        (e)           All
          amounts paid to the Mortgagee in respect of any insurance on the Vessel
          shall be
          disposed of as follows (after deduction of the expenses of the Mortgagee
          in
          collecting such amounts):

        


        (i)           any
          amount which might have been paid at the time, in accordance with the provisions
          of paragraph (d) above, directly to the Shipowner or others shall be paid
          by the
          Mortgagee to, or as directed by, the Shipowner;

        


        (ii)           all
          amounts paid to the Mortgagee in respect of an Event of Loss of the Vessel
          shall
          be applied by the Mortgagee to the payment of the Indebtedness hereby secured
          pursuant to Section 4.02(b) of the Credit Agreement;

        


        (iii)           all
          other amounts paid to the Mortgagee in respect of any insurance on the
          Vessel
          may, in the Mortgagee’s sole discretion, be held and applied to the prepayment
          of the Indebtedness hereby secured or to making of needed repairs or other
          work
          on the Vessel, or 

         

         

        
          
            12

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        to
          the
          payment of other claims incurred by the Shipowner relating to the Vessel,
          or may
          be paid to the Shipowner or whosoever may be entitled thereto.

        


        (f)           In
          the event that any claim or lien is asserted against the Vessel for loss,
          damage
          or expense which is covered by insurance required hereunder and it is necessary
          for the Shipowner to obtain a bond or supply other security to prevent
          arrest of
          the Vessel or to release the Vessel from arrest on account of such claim
          or
          lien, the Mortgagee, on request of the Shipowner, may, in the sole discretion
          of
          the Mortgagee, assign to any person, firm or corporation executing a surety
          or
          guarantee bond or other agreement to save or release the Vessel from such
          arrest, all right, title and interest of the Mortgagee in and to said insurance
          covering said loss, damage or expense, as collateral security to indemnify
          against liability under said bond or other agreement.

        


        (g)           The
          Shipowner shall deliver to the Mortgagee certified copies and, whenever
          so
          requested by the Mortgagee, the originals of all certificates of entry,
          cover
          notes, binders, evidences of insurance and policies and all endorsements
          and
          riders amendatory thereof in respect of insurance maintained under this
          Mortgage
          for the purpose of inspection or safekeeping, or, alternatively, satisfactory
          letters of undertaking from the broker holding the same.  The
          Mortgagee shall be under no duty or obligation to verify the adequacy or
          existence of any such insurance or any such policies, endorsement or
          riders.

        


        (h)           The
          Shipowner agrees that it will not execute or permit or willingly allow
          to be
          done any act by which any insurance may be suspended, impaired or cancelled,
          and
          that it will not permit or allow the Vessel to undertake any voyage or
          run any
          risk or transport any cargo which may not be permitted by the policies
          in force,
          without having previously notified the Mortgagee in writing and insured
          the
          Vessel by additional coverage to extend to such voyages, risks, passengers
          or
          cargoes.

        


        (i)           In
          case any underwriter proposes to pay less on any claim than the amount
          thereof,
          the Shipowner shall forthwith inform the Mortgagee, and if a Default, an
          Event
          of Default or an Event of Loss has occurred and is continuing, the Mortgagee
          shall have the exclusive right to negotiate and agree to any
          compromise.

        


        (j)           The
          Shipowner will comply with and satisfy all of the provisions of any applicable
          law, convention, regulation, proclamation or order concerning financial
          responsibility for liabilities imposed on the Shipowner or the Vessel with
          respect to pollution by any state or nation or political subdivision thereof
          and
          will maintain all certificates or other evidence of financial responsibility
          as
          may be required by any such law, convention, regulation, proclamation or
          order
          with respect to the trade in which the Vessel is from time to time engaged
          and
          the cargo carried by it.

        


        Section
          14.                                Reimbursement
          for Expenses. The Shipowner will reimburse the Mortgagee promptly for any
          and all reasonable expenditures which the Mortgagee may from time to time
          make,
          layout or expend in providing such protection in respect of insurance,
          discharge
          or purchase of liens, taxes, dues, tolls, assessments, governmental charges,
          fines and penalties lawfully imposed, repairs, attorney’s fees, and other
          matters as the Shipowner is obligated herein to provide, but fails to provide
          or
          which, in the sole judgment of the Mortgagee are necessary or appropriate
          for
          the protection of the Vessel or the security granted by this
          Mortgage.  Such obligation of the Shipowner to reimburse the Mortgagee
          shall be an additional indebtedness due from the Shipowner, shall bear
          interest
          at the interest rate as set forth in Section 1.07(b) of the Credit Agreement
          from the date of payment by the Mortgagee to and including the date of
          reimbursement by the Shipowner, shall be secured by this Mortgage, and
          shall be
          payable by the Shipowner on demand.  The Mortgagee,
          though

         

         

        
          
            13

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

         privileged
          to do so, shall be under no obligation to the Shipowner to make any such
          expenditure, nor shall the making thereof relieve the Shipowner of any
          default
          in that respect.

        


        Section
          15.                                Performance
          of Charters. The Shipowner will fully perform any and all charter parties
          which may be entered into with respect to the Vessel and will promptly
          notify
          the Mortgagee of any material claim by any charterer of non-performance
          thereunder by the Shipowner.

        


        Section
          16.                                Change
          in Ownership. The Shipowner further covenants and agrees with the Mortgagee
          that, so long as any part of the Indebtedness hereby secured remains unpaid,
          there shall be no change in the ownership of the Vessel or any of the shares
          of
          the Shipowner without the prior written consent of the Mortgagee, which
          shall
          not be unreasonably withheld.

        


        Section
          17.                                Prepayment
          if Event of Loss.  In the event that the Vessel suffers an Event
          of Loss, then and in each such case the Shipowner shall forthwith repay
          the
          Indebtedness hereby secured at the time and in the amount set forth in
          Section
          4.02(b) of the Credit Agreement except to the extent such amounts have
          otherwise
          been paid as therein provided.

        


        ARTICLE
          III

        


        Events
          of Default and Remedies

        


        Section
          1.                      Events
          of Default; Remedies.  In case anyone or more of the following
          events, herein termed “events of default”, shall happen:

        


        (a)           the
          Shipowner fails to pay within three (3) Business Days of the date due any
          payment in respect of the Indebtedness hereby secured as provided herein;
          or

        


        (b)           the
          statements in Article I shall prove to have been untrue in a material way
          when
          made; or

        


        (c)           a
          default in the due and punctual observance and performance of any of the
          provisions of Sections 2, 3, 7, 8, 9(b), 11, 12, 13(a), (b), (d), (h) and
          (j),
          16 or 17 of Article II hereof shall have occurred and be continuing;
          or

        


        (d)           a
          breach or omission in the due and punctual observance of any of the other
          covenants and conditions herein required to be kept and performed by the
          Shipowner and such breach or omission shall continue for 30 days after
          the day
          the Shipowner first knew or should have known of such breach or omission;
          or

        


        (e)           an
          Event of Default shall have occurred and be continuing under the Credit
          Agreement; or

        


        (f)           a
          payment default by the Borrower under any Interest Rate Protection Agreement
          or
          Other Hedging Agreement shall have occurred and be continuing; or

        


        (g)           any
          notice shall have been issued by the government or any bureau, department,
          officer, board or agency thereof of the country of registry of the Vessel
          to the
          effect that the Vessel is subject to cancellation from such registry or
          the
          certificate of registry of the Vessel is subject to revocation or cancellation
          for any reason whatsoever, and such

         

         

         

        
          
            14

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         notice
          shall not have been cancelled or annulled on or before seven (7) Business
          Days
          prior to the date set forth in such notice for such cancellation or revocation;
          or

        


        (h)           the
          Vessel shall be cancelled from the country of registry of the Vessel or
          the
          certificate of registry of the Vessel is revoked or cancelled for any reason
          whatsoever;

        


        then:

        


        the
          security constituted by this Mortgage shall become immediately enforceable
          and
          that without limitation, the enforcement remedies specified can be exercised
          irrespective of whether or not the Mortgagee has exercised the right of
          acceleration under the Credit Agreement or any of the other Credit Documents
          and
          the Mortgagee shall have the right to:

        


        (i)           Declare
          all the then unpaid Indebtedness hereby secured to be due and payable
          immediately, and upon such declaration, the same shall become and be immediately
          due and payable provided, however, that no declaration shall be required
          if an
          event of default shall have occurred by reason of a default under Section
          10.05
          of the Credit Agreement, then and in such case, the Indebtedness hereby
          secured
          shall become immediately due and payable on the occurrence of such event
          of
          default without any notice or demand;

        


        (ii)           Exercise
          all of the rights and remedies in foreclosure and otherwise given to a
          mortgagee
          by the provisions of the laws of the country of registry of the Vessel
          or of any
          other jurisdiction where the Vessel may be found;

        


        (iii)           Bring
          suit at law, in equity or in admiralty, as it may be advised, to recover
          judgment for the Indebtedness hereby secured, and collect the same out
          of any
          and all property of the Shipowner whether covered by this Mortgage or
          otherwise;

        


        (iv)           Take
          and enter into possession of the Vessel, at any time, wherever the same
          may be,
          without legal process and without being responsible for loss or damage
          and the
          Shipowner or other person in possession forthwith upon demand of the Mortgagee
          shall surrender to the Mortgagee possession of the Vessel;

        


        (v)           Without
          being responsible for loss or damage, the Mortgagee may hold, lay up, lease,
          charter, operate or otherwise use such Vessel for such time and upon such
          terms
          as it may deem to be for its best advantage, and demand, collect and retain
          all
          hire, freights, earnings, issues, revenues, income, profits, return premiums,
          salvage awards or recoveries, recoveries in general average, and all other
          sums
          due or to become due in respect of such Vessel or in respect of any insurance
          thereon from any person whomsoever, accounting only for the net profits,
          if any,
          arising from such use of the Vessel and charging upon all receipts from
          the use
          of the Vessel or from the sale thereof by court proceedings or pursuant
          to
          subsection (vi) next following, all costs, expenses, charges, damages or
          losses
          by reason of such use; and if at any time the Mortgagee shall avail itself
          of
          the right herein given them to take the Vessel, the Mortgagee shall have
          the
          right to dock the Vessel, for a reasonable time at any dock, pier or other
          premises of the Shipowner without charge, or to dock her at any other place
          at
          the cost and expense of the Shipowner;

        


        (vi)           Without
          being responsible for loss or damage, the Mortgagee may sell the Vessel
          upon
          such terms and conditions as to the Mortgagee shall seem best, free from
          any

         

         

         

        
          
            15

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        claim
          of
          or by the Shipowner, at public or private sale, by sealed bids or otherwise,
          by
          mailing, by air or otherwise, notice of such sale, whether public or private,
          addressed to the Shipowner at its last known address and to any other registered
          mortgagee, twenty (20) calendar days prior to the date fixed for entering
          into
          the contract of sale and by first publishing notice of any such public
          sale for
          ten (10) consecutive days, in daily newspapers of general circulation published
          in the City of New York, State of New York; in the event that the Vessel
          shall
          be offered for sale by private sale, no newspaper publication of notice
          shall be
          required, nor notice of adjournment of sale; sale may be held at such place
          and
          at such time as the Mortgagee by notice may have specified, or may be adjourned
          by the Mortgagee from time to time by announcement at the time and place
          appointed for such sale or for such adjourned sale, and without further
          notice
          or publication the Mortgagee may make any such sale at the time and place
          to
          which the same shall be so adjourned; and any sale may be conducted without
          bringing the Vessel to the place designated for such sale and in such manner
          as
          the Mortgagee may deem to be for its best advantage, and the Mortgagee
          may
          become the purchaser at any sale.  The Shipowner agrees that any sale
          made in accordance with the terms of this paragraph shall be deemed made
          in a
          commercially reasonable manner insofar as it is concerned;

        


        (vii)           
          Require that all policies, contracts, certificates of entry and other records
          relating to the insurance with respect to the Vessel, including, but not
          limited
          to, those described in Article II, Section 13 hereof (the “Insurances”)
          (including details of and correspondence concerning outstanding claims)
          be
          forthwith delivered to or to the order of the Mortgagee; and/or

        


        (viii)           
          Collect, recover, compromise and give a good discharge for any and all
          monies
          and claims for monies then outstanding or thereafter arising under the
          Insurances or in respect of the earnings or any requisition compensation
          and to
          permit any brokers through whom collection or recovery is effected to charge
          the
          usual brokerage therefor.

        


        Section
          2.                      Power
          of Sale.  Any sale of the Vessel made in pursuance of this
          Mortgage, whether under the power of sale hereby granted or any judicial
          proceedings, shall operate to divest all right, title and interest of any
          nature
          whatsoever of the Shipowner therein and thereto, and shall bar the Shipowner,
          its successors and assigns, and all persons claiming by, through or under
          them.  No purchaser shall be bound to inquire whether notice has been
          given, or whether any default has occurred, or as to the propriety of the
          sale,
          or as to the application of the proceeds thereof.  In case of any such
          sale, the Mortgagee, if it is the purchaser, shall be entitled, for the
          purpose
          of making settlement or payment for the property purchased, to use and
          apply the
          Indebtedness hereby secured in order that there may be credited against
          the
          amount remaining due and unpaid thereon the sums payable out of the net
          proceeds
          of such sale to the Mortgagee after allowing for the costs and expense
          of sale
          and other charges; and thereupon such purchaser shall be credited, on account
          of
          such purchase price, with the net proceeds that shall have been so credited
          upon
          the Indebtedness hereby secured.  At any such sale, the Mortgagee may
          bid for and purchase such property and upon compliance with the terms of
          sale
          may hold, retain and dispose of such property without further accountability
          therefor.

        


        Section
          3.                      Power
          of Attorney-Sale.  The Mortgagee is hereby irrevocably appointed
          attorney-in-fact of the Shipowner to execute and deliver to any purchaser
          aforesaid, and is hereby vested with full power and authority to make,
          in the
          name and on behalf of the Shipowner, a good conveyance of the title to
          the
          Vessel so sold.  Any person dealing with the Mortgagee or
          attorney-in-fact shall not be put on enquiry as to whether the power of
          attorney
          contained herein has become exercisable.  In the event of any sale of
          the Vessel, under any power herein contained, the 

         

         

        
          
            16

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Shipowner
          will, if and when required by the Mortgagee, execute such form of conveyance
          of
          the Vessel as the Mortgagee may direct or approve.

        


        Section
          4.                      Power
          of Attorney-Collection.  The Mortgagee is hereby irrevocably
          appointed attorney-in-fact of the Shipowner upon the happening of any event
          of
          default, in the name of the Shipowner to demand, collect, receive, compromise
          and sue for, so far as may be permitted by law, all freight, hire, earnings,
          issues, revenues, income and profits of the Vessel and all amounts due
          from
          underwriters under any insurance thereon as payment of losses or as return
          premiums or otherwise, salvage awards and recoveries, recoveries in general
          average or otherwise, and all other sums due or to become due at the time
          of the
          happening of any event of default as defined in Section 1 of Article III
          hereof
          in respect of the Vessel, or in respect of any insurance thereon, from
          any
          person whomsoever, and to make, give and execute in the name of the Shipowner
          acquittances, receipts, releases or other discharges for the same, whether
          under
          seal or otherwise, and to endorse and accept in the name of the Shipowner
          all
          checks, notes, drafts, warrants, agreements and other instruments in writing
          with respect to the foregoing.  Any person dealing with the Mortgagee
          or attorney-in-fact shall not be put on enquiry as to whether the Power
          of
          Attorney contained herein has become exercisable.

        


        Section
          5.                      Delivery
          of Vessel.  Upon the security constituted by this Mortgage
          becoming immediately enforceable pursuant to Section 1 of Article III,
          the
          Mortgagee shall (in addition to the powers described in Section 1 of Article
          III) become forthwith entitled (but not bound) to appoint, by an instrument
          in
          writing under its seal or under the hand of any director or officer or
          authorized signatory, a receiver and/or manager of the Vessel upon such
          terms as
          to remuneration and otherwise as the Mortgagee shall deem fit with power
          from
          time to time to remove any receiver and appoint another in his stead and
          any
          receiver shall be the agent of the Shipowner (who shall be solely responsible
          for his acts and defaults and remuneration) and shall have all the powers
          conferred by law by way of addition to, but without limiting, those powers
          any
          receiver shall have all the powers and entitlements conferred on the Mortgagee
          by this Mortgage and generally shall be entitled to the same protection
          and to
          exercise the same powers and discretions as are granted to the Mortgagee
          under
          this Mortgage.

         

                      
          Section
          6.                      Mortgagee
          to Discharge Liens.  The Shipowner authorizes and empowers the
          Mortgagee or its appointees or any of them to appear in the name of the
          Shipowner, its successors and assigns, in any court of any country or nation
          of
          the world where a suit is pending against the Vessel because of or on account
          of
          any alleged lien against the Vessel from which the Vessel has not been
          released
          and to take such proceedings as to them or any of them may seem proper
          towards
          the defense of such suit and the purchase or discharge of such lien, and
          all
          expenditures made or incurred by them or any of them for the purpose of
          such
          defense or purchase or discharge shall be a debt due from the Shipowner,
          its
          successors and assigns, to the Mortgagee, and shall be secured by the lien
          of
          this Mortgage in like manner and extent as if the amount and description
          thereof
          were written herein.

        


        Section
          7.                      Payment
          of Expenses.  The Shipowner covenants that upon the happening of
          any one or more of the events of default, then, upon written demand of
          the
          Mortgagee, the Shipowner will pay to the Mortgagee the whole amount due
          and
          payable in respect of the Indebtedness hereby secured; and in case the
          Shipowner
          shall fail to pay the same forthwith upon such demand, the Mortgagee shall
          be
          entitled to recover judgment for the whole amount so due and unpaid, together
          with such further amounts as shall be sufficient to cover the reasonable
          compensation of the Mortgagee or its agents, attorneys and counsel and
          any
          necessary advances, expenses and liabilities made or incurred

         

         

         

        
          
            17

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

         

         by
          it or them or the Mortgagee hereunder.  All moneys collected by the
          Mortgagee under this Section 7 shall be applied by the Mortgagee in accordance
          with the provisions of Section 11 of this Article III.

        


        Section
          8.                     Remedies
          Cumulative.  Each and every power and remedy herein given to the
          Mortgagee shall be cumulative and shall be in addition to every other power
          and
          remedy herein given or now or hereafter existing at law, in equity, in
          admiralty
          or by statute, and each and every power and remedy whether herein given
          or
          otherwise existing may be exercised from time to time and as often and
          in such
          order as may be deemed expedient by the Mortgagee, and the exercise or
          the
          beginning of the exercise of any power or remedy shall not be construed
          to be a
          waiver of the right to exercise at the same time or thereafter any other
          power
          or remedy.  The Mortgagee shall not be required or bound to enforce
          any of its rights under any of the other Credit Documents, prior to enforcing
          its rights under this Mortgage.  No delay or omission by the Mortgagee
          in the exercise of any right or power or in the pursuance of any remedy
          accruing
          upon any default as above defined shall impair any such right, power or
          remedy
          or be construed to be a waiver of any such event of default or to be an
          acquiescence therein; nor shall the acceptance by the Mortgagee of any
          security
          or of any payment of or on account of the Indebtedness hereby secured maturing
          after any event of default or of any payment on account of any past default
          be
          construed to be a waiver of any right to exercise its remedies due to any
          future
          event of default or of any past event of default not completely cured
          thereby.  No consent, waiver or approval of the Mortgagee shall be
          deemed to be effective unless in writing and duly signed by authorized
          signatories of the Mortgagee;  any waiver by the Mortgagee of any of
          the terms of this Mortgage or any consent given under this Mortgage shall
          only
          be effective for the purpose and on the terms which it is given and shall
          be
          without prejudice to the right to give or withhold consent in relation
          to future
          matters (which are either the same or different).

        


        Section
          9.                      Cure
          of Defaults.  If at any time after an event of default and prior
          to the actual sale of the Vessel by the Mortgagee or prior to any enforcement
          or
          foreclosure proceedings the Shipowner offers completely to cure all events
          of
          default and to pay all expenses, advances and damages to the Mortgagee
          consequent on such events of default, with interest at the interest rate
          set
          forth in Section 1.07(b) of the Credit Agreement, then the Mortgagee may,
          but
          shall not be obligated to, accept such offer and payment and restore the
          Shipowner to its former position, but such action, if taken, shall not
          affect
          any subsequent event of default or impair any rights consequent
          thereon.

        


        Section
          10.                   
Discontinuance of Proceedings.  In case the Mortgagee shall
          have proceeded to enforce any right, power or remedy under this Mortgage
          by
          foreclosure, entry or otherwise, and such proceedings shall have been
          discontinued or abandoned for any reason or shall have been determined
          adversely
          to the Mortgagee, then and in every such case the Shipowner and the Mortgagee
          shall be restored to its former position and right hereunder with respect
          to the
          property subject or intended to be subject to this Mortgage, and all rights,
          remedies and powers of the Mortgagee shall continue as if no such proceedings
          had been taken.

        


        Section
          11.                     Application
          of Proceeds.  After an event of default hereunder shall have
          occurred and be continuing, the proceeds of any sale of the Vessel and any and
          all other moneys received by the Mortgagee pursuant to or under the terms
          of
          this Mortgage or in any proceedings hereunder, the application of which
          has not
          elsewhere herein been specifically provided for, shall be applied as
          follows:

        


        First:                      To
          the payment of all costs and expenses (together with interest thereon as
          set
          forth in Section 14 of Article II) of the Mortgagee, including the reasonable
          compensation of its agents and attorneys, by reason of any sale, retaking,
          management or 

         

         

        
          
            18

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        operation
          of the Vessel and all other sums payable to the Mortgagee hereunder by
          reason of
          any expenses or liabilities incurred or advances made by it for the protection,
          maintenance and enforcement of the security or of any of its rights hereunder,
          under the Credit Agreement, the Guaranty and under the other Credit Documents
          or
          in the pursuit of any remedy hereby or thereby conferred; and at the option
          of
          the Mortgagee to the payment of any taxes, assessments or liens claiming
          priority over the lien of this Mortgage; and

        


        Second:                      To
          the Pledgee (as defined in the Pledge Agreement) for its distribution in
          accordance with the provisions of Section 9 of the Pledge Agreement;
          and

        


        Third:                      To
          the Shipowner or as may be directed by a court of competent
          jurisdiction.

        


        Section
          12.                                Possession
          Until Default.  Until one or more of the events of default
          hereinafter described shall happen, the Shipowner (a) shall be suffered
          and
          permitted to retain actual possession and use of the Vessel and (b) shall
          have
          the right, from time to time, in its discretion, and without application
          a
          notice to the Mortgagee, and without obtaining a release thereof by the
          Mortgagee, to dispose of, free from the lien hereof, any boilers, engines,
          machinery, masts, spars, sails, rigging, boats, anchors, chains, tackle,
          apparel, furniture, fittings or equipment or any other appurtenances of
          the
          Vessel that are no longer useful, necessary, profitable or advantageous
          in the
          operation of the Vessel, first or simultaneously replacing the same by
          new
          boilers, engines, machinery, masts, spars, sails, rigging, boats, anchors,
          chains, tackle, apparel, furniture, fittings, equipment, or other appurtenances
          of substantially equal value to the Shipowner, which shall forthwith become
          subject to the lien of this Mortgage as a first priority mortgage
          thereon.

        


        Section
          13.                                Severability
          of Provisions, etc  (a) If any provision of this Mortgage should
          be deemed invalid or shall be deemed to affect adversely the preferred
          status of
          this Mortgage under any applicable law, such provision shall be void and
          of no
          effect and shall cease to be a part of this Mortgage without affecting
          the
          remaining provisions, which shall remain in full force and effect.

        


        (b)           In
          the event that the Guaranty, this Mortgage, any of the other Credit Documents
          or
          any of the documents or instruments which may from time to time be delivered
          thereunder or hereunder or any provision thereof or hereof shall be deemed
          invalidated by present or future law of any nation or by decision of any
          court,
          this shall not affect the validity and/or enforceability of all or any
          other
          parts of the Guaranty, this Mortgage, any of the other Credit Documents
          or such
          documents or instruments and, in any such case, the Shipowner covenants
          and
          agrees that, on demand, it will execute and deliver such other and further
          agreements and/or documents and/or instruments and do such things as the
          Mortgagee in its sole discretion may reasonably deem to be necessary to
          carry
          out the true intent of this Mortgage, the Guaranty and the other Credit
          Documents.

        


        (c)           In
          the event that the title, or ownership of the Vessel shall be requisitioned,
          purchased or taken by any government of any country or any department,
          agency or
          representative thereof, pursuant to any present or future law, proclamation,
          decree order or otherwise, the lien of this Mortgage shall be deemed to
          attach
          to the claim for compensation therefor, and the compensation, purchase
          or other
          taking of such title or ownership is hereby agreed to be payable to the
          Mortgagee who shall be entitled to receive the same and shall apply it
          as
          provided in Section 11 of this Article III.  In the event of any such
          requisition, purchase or taking, and the failure of the Mortgagee to receive
          proceeds as herein provided, the Shipowner shall promptly execute and deliver
          to
          the Mortgagee such documents, if any, as in the opinion of the Mortgagee
          may be
          necessary or useful to facilitate or 

         

         

         

        
          
            19

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        expedite
          the collection by the Mortgagee of such part of the compensation, purchase
          price, reimbursement or award as is payable to it hereunder.

        


        (d)           Anything
          herein to the contrary notwithstanding, it is intended that nothing herein
          shall
          waive the priority status of this Mortgage, and if any provision of this
          Mortgage or portion thereof shall be construed to waive the priority status
          of
          this Mortgage, then such provision to such extent shall be void and of
          no
          effect.

        


        ARTICLE
          IV

        


        Sundry
          Provisions

        


        Section
          1.                      Successors
          and Assigns.  All of the covenants, promises, stipulations and
          agreements of the Shipowner in this Mortgage contained shall bind the Shipowner
          and its successors and shall inure to the benefit of the Mortgagee and
          its
          successors and assigns. In the event of any assignment or transfer of this
          Mortgage, the term “Mortgagee”, as used in this Mortgage, shall be deemed to
          mean any such assignee or transferee.

        


        Section
          2.                      Power
          of Substitution.  Wherever and whenever herein any right, power or
          authority is granted or given to the Mortgagee, such right, power or authority
          may be exercised in all cases by the Mortgagee or such agent or agents
          as it may
          appoint, and the act or acts of such agent or agents when taken shall constitute
          the act of the Mortgagee hereunder.

        


        Section
          3.                      Counterparts.  This
          Mortgage may be executed in any number of counterparts, each of which shall
          be
          an original, but such counterparts shall together constitute but one and
          the
          same instrument.

        


        Section
          4.                      Notices.  Except
          as otherwise expressly provided herein, all notices and other communications
          provided for hereunder shall be in writing (including telexed, telegraphic,
          telex, telecopier or cable communication) and mailed, telexed, telecopied,
          cabled or delivered, if to the Shipowner or to the Mortgagee, at its address
          as
          specified below, or at such other address as shall be designated by such
          party
          in a written notice to the other party:

        


        If
          to the
          Shipowner, addressed to it in care of:

        


        Genco
          Ship Management LLC

        35
          West
          56th Street

        New
          York,
          NY 10019

        USA                                                                           Telephone:
          646-443-8525

        Facsimile:  646-443-8551

        Email:
          finance@gencoshipping.com

        


        If
          to the
          Mortgagee, addressed to it:

        


        DnB
          Nor
          Bank ASA, New York Branch

        200
          Park
          Avenue, 31st Floor

        New
          York,
          NY 10166-0396

        Attention:  Nikolai
          Nachamkin

         

         

        
          
            20

          

          
            
            

            
              

            

          

          
            
            

          

           

        

         

        Facsimile:
          212-681-3900

        


        All
          such
          notices and communications shall, (i) when mailed, be effective three Business
          Days after being deposited in the mails, prepaid and properly addressed
          for
          delivery, (ii) when sent by overnight courier, be effective one Business
          Day
          after delivery to the overnight courier prepaid and properly addressed
          for
          delivery on such next Business Day, or (iii) when sent by telex or telecopier,
          be effective when sent by telex or telecopier, except that notices and
          communications to the Mortgagee shall not be effective until received by
          the
          Mortgagee.

        


        Section
          5.                      Recording:
          Clause.  For purposes of recording this First Preferred Mortgage
          as required by Chapter 3 of the Republic of the Marshall Islands Maritime
          Act of
          1990, as amended, the total amount of the direct and contingent obligations
          secured by this Mortgage is
          [            ]
          United States Dollars (U.S.
          $[        ]), comprising of One Billion
          Three Hundred Seventy Seven Million United States Dollars (U.S. $1,377,000,000)
          for the Loan and
          [            ] (U.S.
          $[         ]) for the Hedging
          Liabilities, and interest and performance of mortgage covenants.  The
          maturity date is on demand.  There is no separate discharge
          amount.

        


        Section
          6.                      Further
          Assurances.  The Shipowner shall execute and do all such
          assurances, acts and things as the Mortgagee, or any receiver in its absolute
          discretion may require for:

        


        (a)                   
          perfecting or protecting the security created (or intended to be created)
          by
          this Mortgage; or

        


        (b)                   
          preserving or protecting any of the rights of the Mortgagee under this
          Mortgage
          (or any of them); or

        


        (c)                   
          ensuring that the security constituted by this Mortgage and the covenants
          and
          obligations of the Shipowner under this Mortgage shall enure to the benefit
          of
          assignees of the Mortgagee (or any of them); or

        


        (d)                   
          facilitating the appropriation or realization of the Vessel or any part
          thereof
          and enforcing the security constituted by this Mortgage on or at any time
          after
          the same shall have become enforceable; or

        


        (e)                   
          the exercise of any power, authority or discretion vested in the Mortgagee
          under
          this Mortgage,

        


        in
          any
          such case, forthwith upon demand by the Mortgagee and at the expense of
          the
          Shipowner.

        


        Section
          7.                      Governing
          Law.  The provisions of this Mortgage shall, with respect to its
          validity, effect, recordation and enforcement, be governed by and construed
          in
          accordance with the applicable laws of the Republic of the Marshall
          Islands.

        


        Section
          8.                      Additional
          Rights of the Mortgagee.  In the event the Mortgagee shall be
          entitled to exercise any of its remedies under Article III hereof, the
          Mortgagee
          shall have the right to arrest and take action against the Vessel at whatever
          place the Vessel shall be found lying and for the purpose of any action
          which
          the Mortgagee may bring before the Courts of such jurisdiction or other
          judicial
          authority and for the purpose of any action which the Mortgagee may bring
          against the Vessel, any writ, notice, judgment or other legal process or
          documents may (without prejudice to any other

         

         

        
          
            21

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

         method
          of service under applicable law) be served upon the Master of the Vessel
          (or
          upon anyone acting as the Master) and such service shall be deemed good
          service
          on the Shipowner for all purposes.

         

         

        [THE
          REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

         

         

         

         

         

         

         

         

         

         

         

         

         

        


        
          
            
              22

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        


        IN
          WITNESS WHEREOF, the Shipowner has caused this First Preferred Mortgage
          over the
          [VESSEL NAME] to be duly executed by its authorized representative the
          day and
          year first above written.

        


        


        [NAME
          OF
          SHIPOWNER]

        


        


        


        By:  ____________________

        Name:

        Title:

         

         

         

         

         

         

        


        
          
            
              23

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        ACKNOWLEDGMENT

        


        STATE
          OF
          NEW
          YORK                )

                                                        :  SS:

        COUNTY
          OF
          NEW YORK      
     )

        


        


        On
          this
          [     ] day of [DATE], before me personally appeared
          [NAME], known to me to be the person who executed the foregoing instrument,
          who,
          being by me duly sworn did depose and say that he resides at
          _______________________, New York, NY;  that he is [TITLE] of
          [SHIPOWNER], the Marshall Islands limited liability company described in
          and
          which executed the foregoing instrument;  that he signed his name
          pursuant to authority granted to him by [SHIPOWNER];  and that he
          further acknowledged that said instrument is the act and deed of
          [SHIPOWNER].

        


        


        


        ______________________

        Notary
          Public

        


         

         

         

         

         

         

        [FOR
          USE
          IN THE REPUBLIC OF THE MARSHALL ISLANDS]

         

         

         

        
          
            
              24

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

                    

                        Exhibit
                  M      
      

                        
      
    

            

          

        

        


        LETTER
          OF
          CREDIT REQUEST

         

        No.
             1                         Dated
      2      

         

        DnB
          Nor
          Bank ASA, New York Branch (“DNB”), as
          Administrative Agent under the Credit Agreement
          (as amended, modified or supplemented from time to time, the “Credit
          Agreement”), dated as of July __, 2007 among Genco Shipping & Trading
          Limited, various Lenders, DNB, as Administrative Agent

        


        Attention:                                                                

         

        Ladies
          and Gentlemen:

         

        The
          Borrower hereby requests that [name of proposed Issuing Bank], in its individual
          capacity, issue a standby Letter of Credit for the account of the undersigned
          on
 3  (the “Date
          of Issuance”) in the aggregate stated amount of
      4      .

         

        For
          purposes of this Letter of Credit Request, unless otherwise defined herein,
          all
          capitalized terms used herein which are defined in the Credit Agreement
          shall
          have the respective meaning provided therein.

         

        The
          beneficiary of the requested Letter of Credit will be
      5      ,
          and such Letter of Credit will be in support of
      6       and
          will have a stated expiration date of
      7      .

         

        The
          Borrower hereby certifies that:

         

        (1)           the
          representations and warranties contained in the Credit Documents will be
          true
          and correct in all material respects on the Date of Issuance, both before
          and
          after giving effect to the issuance of the Letter of Credit requested hereby
          (it
          being understood and agreed that any representation or warranty which by
          its
          terms is made as of a 

         

         

        ________________

         

        
          	
                  1

                	
                  Letter
                    of Credit Request Number.

                


        

         

          
            	
                    2

                  	
                    Date
                      of Letter of Credit Request.

                  


          

        

         

          
            	
                    3

                  	
                    Date
                      of Issuance which shall be at least five Business Days after
                      the date of
                      this Letter of Credit Request (or such shorter period as is
                      acceptable to
                      the respective Issuing Lender).

                  


          

        

         

          
            	
                    4

                  	
                    Aggregate
                      initial stated amount of Letter of Credit (which amount shall
                      not be less
                      than $[20,000]).

                  


          

        

         

          
            	
                    5

                  	
                    Insert
                      name and address of
                      beneficiary.

                  


          

        

         

          
            	
                    6

                  	
                    Insert
                      description of L/C Supportable Obligations and describe obligation
                      to
                      which it relates.

                  


          

        

         

          
            	
                    7

                  	
                    Insert
                      last date upon which drafts may be presented which may not
                      be later than
                      the earlier of (x) the date which occurs 12 months after the
                      Date of
                      Issuance and (y) the tenth Business Day prior to the Revolving
                      Loan
                      Maturity Date.

                  


          

           

        

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

         

        Exhibit
          M

        Page
          2

        


        specified
          date shall be required to be true and correct in all
          material respects only as of such specified date);

        
           

           

          (2)           no
            Default or Event of Default has occurred and is continuing nor, after
            giving
            effect to the issuance of the Letter of Credit requested hereby, would
            such a
            Default or an Event of Default occur;

           

          (3)           the
            aggregate amount of all Letter of Credit Outstandings (determined on
            a
proforma basis after giving effect to the issuance of the Letter
            of Credit requested hereby) does not exceed $[50,000,000]; and

           

          (4)           the
            Letter of Credit requested hereby will be used to support obligations
            of the
            Borrower and its Subsidiaries incurred in the ordinary course of
            business.

           

          Copies
            of
            all relevant documentation with respect to the supported transaction
            are
            attached hereto.

           

            
            GENCO SHIPPING & TRADING LIMITED

           

             
            By_________________________                                                                            

          Name:

          Title:

           

        

      

    

     

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

                

                              Exhibit
              N              
    

        

      


      ASSIGNMENT
        OF PURCHASE CONTRACT

      


      [VESSEL]

      


      


      THIS
        ASSIGNMENT OF PURCHASE CONTRACT, dated [CLOSING DATE], is given by [SHIPOWNER],
        a Marshall Islands corporation and registered under Part XI of the Hong Kong
        Companies Ordinance having its principal place of business at 15th Floor,
        Tower
        One, Lippo Centre, 89 Queensway, Hong Kong (the “Assignor”), in favor of DNB NOR
        BANK ASA, NEW YORK BRANCH, a bank incorporated under the laws of the Kingdom
        of
        Norway, acting through its New York branch, with offices at 200 Park Avenue,
        New
        York, New York 10166-0396, as Collateral Agent under the Credit Agreement
        referred to below (the “Assignee”).  Except as otherwise defined
        herein, capitalized terms used herein and defined in the Credit Agreement
        (as
        defined below) shall be used herein as so defined.

      


      RECITALS

      


      A.           The
        Assignor has entered into a Purchase Contract to purchase [describe vessel
        and
        status] (the “Vessel”).

      


      B.           Genco
        Shipping & Trading Limited, a Marshall Islands corporation (the “Borrower”)
        has entered into a Credit Agreement dated as of July __, 2007 (as the same
        may
        be amended, supplemented or otherwise modified from time to time, the “Credit
        Agreement”) among (i) various Lenders referred to therein, (ii) the Assignee, as
        Administrative Agent, mandated lead arranger, bookrunner and Collateral Agent,
        providing for the making of revolving loans to the Borrower in the principal
        amount of up to One Billion Three Hundred Seventy Seven Million United States
        Dollars (U.S. $1,377,000,000) (the Lenders, the Administrative Agent and
        Collateral Agent, collectively, the “Lender Creditors”).

      


      C.           The
        Assignor is a wholly-owned subsidiary of the Borrower.

      


      D.           The
        Borrower may at any time and from time to time enter into, or guaranty the
        obligations of one or more Subsidiary Guarantors or any of their respective
        Subsidiaries under, one or more Interest Rate Protection Agreements or Other
        Hedging Agreements with respect to the Loan (and/or the Commitments) with
        one or
        more Lenders or any Affiliate thereof (each such Lender or Affiliate, even
        if
        the respective Lender subsequently ceases to be a Lender under the Credit
        Agreement for any reason, together with such Lender’s or Affiliate’s successors
        and assigns, if any, collectively, the “Other Creditors” and, together with the
        Lender Creditors, the “Secured Creditors”).

      


      E.           The
        Assignor has entered into the Guaranty in favor of the Secured Creditors
        pursuant to which the Assignor has guaranteed (i) to the Lender Creditors,
        all
        obligations of the Borrower under the Credit Agreement and each other Credit
        Document to which the Borrower is a party, and (ii) to each of the Other
        Creditors, all obligations of the Borrower under each Interest Rate Protection
        Agreement and each Other Hedging Agreement entered into with respect to the
        Loan
        (and/or the Commitments), among other things, its obligations under the
        Guaranty.

      


      F.           It
        is a condition to the obligation of the Lenders to advancing the Loan, in
        respect of the Additional Vessels (including the Capesize Vessels), to the
        Borrower under the Credit Agreement that the Assignor enters into this
        Assignment as security for its obligations under the Guaranty.

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


      NOW,
        THEREFORE, the parties hereto agree as follows:

      


      Section
        1.          As security
        for all amounts due and to become due to the Secured Creditors under the
        Guaranty, the Assignor as beneficial owner hereby grants, sells, conveys,
        assigns, transfers, mortgages and pledges to the Assignee, and unto the
        Assignee’s successors and assigns, all its right, title, interest, claim and
        demand in and to, and hereby also grants unto the Assignee a security interest
        in and to (i) the Purchase Contract, (ii) all moneys and claims for moneys
        due
        and to become due to the Assignor under and all claims for damages arising
        out
        of the breach (or payments for variation or termination) of the Purchase
        Contract, including but not limited to the Assignor’s interest in the deposit
        being made in connection with the entry into the Purchase Contract and any
        escrow account in respect of such deposit, and (iii) any proceeds of any
        of the
        foregoing.  The Assignor hereby covenants and undertakes to give
        prompt notice of this Assignment to the seller of the Vessel in the form
        of
        Exhibit A hereto.

      


      Section
        2.          Anything
        herein contained to the contrary notwithstanding, the Assignee, or its
        respective successors and assigns, shall have no obligation or liability
        under
        the Purchase Contract arising out of this Assignment.

      


      Section
        3.          The Assignor
        hereby constitutes the Assignee, its successors and assigns, its true and
        lawful
        attorney-in-fact, irrevocably, with full power, in the name of the Assignor
        or
        otherwise, upon the occurrence and continuance of a Default or an Event of
        Default, to ask, require, demand, receive, compound and give acquittance
        for any
        and all moneys and claims for moneys due and to become due, property and
        rights
        hereby assigned, to endorse any checks or other instruments or orders in
        connection therewith and to file any document or to take any action or institute
        any proceedings which the Assignee and its successors and assigns may reasonably
        deem necessary or advisable in the premises.

      


      Section
        4.          The powers and
        authorities granted to the Assignee and its successors or assigns herein
        have
        been given for valuable consideration and are hereby declared to be
        irrevocable.

      


      Section
        5.          The Assignor
        warrants and represents that it has not assigned or pledged the rights, title
        and interest assigned hereunder to anyone other than the
        Assignee.  The Assignor hereby covenants that, without the prior
        written consent thereto of the Assignee, so long as this Assignment shall
        remain
        in effect, it will not assign or pledge the whole or any part of the rights,
        title and interest hereby assigned to anyone other than the Assignee, and
        it
        will not take or omit to take any action, the taking or omission of which
        might
        result in an alteration or impairment of this Assignment, or of any of the
        rights created by this Assignment.

      


      Section
        6.         The Assignor agrees
        that at any time and from time to time, upon the written request of the
        Assignee, the Assignor will promptly and duly execute and deliver any and
        all
        further instruments and documents as the Assignee may deem desirable in
        obtaining the full benefits of this Assignment.

      


      Section
        7.         THIS ASSIGNMENT AND
        THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN
        ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT
        REGARD TO ITS CONFLICT OF LAWS RULES (OTHER THAN TITLE 14 OF ARTICLE 5 OF
        THE
        GENERAL 

       

       

      
        
          2

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      OBLIGATIONS
        LAW).  This Assignment shall not be amended and/or varied except by
        agreement in writing signed by the parties hereto.

      


      Section
        8.          Any notice,
        demand or other communication to be given under or for the purposes of this
        Assignment shall be made as provided in Section 15.03 of the Credit
        Agreement.

      


      Section
        9.          This Assignment may
        be executed in any number of counterparts each of which shall be an original,
        but all such counterparts shall together constitute one and the same
        instrument.

      


      IN
        WITNESS WHEREOF, the Assignor has duly executed this instrument on the day
        and
        year first above written.

      


      [SHIPOWNER],

      as
        Assignor

      


      


      


      By:  __________________

      Name:
        [                         ]

      Title:
        [                           ]

       

       

      
        
          3

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        A
        to

      PURCHASE
        CONTRACT ASSIGNMENT

      


      FORM
        OF NOTICE OF ASSIGNMENT

      


      The
        undersigned, [SHIPOWNER], the purchaser of the Vessel described in the
        assignment attached hereto, hereby gives you notice that by an Assignment
        of
        Purchase Contract dated  ________,
        2007, entered into by us with DNB NOR BANK ASA, NEW YORK BRANCH in its capacity
        as Collateral Agent for certain Lenders (hereinafter called the “Assignee”), a
        copy of which is attached hereto, there has been assigned by us to the Assignee
        all  of our right, title and interest in and to (i) the memorandum of
        agreement dated _______, 200_ (the “Purchase Contract”) between us and [Seller’s
        name], a company organized and existing under the laws of [_____], as seller,
        with respect to the acquisition of the Vessel named therein, (ii) all moneys
        and
        claims for moneys due and to become due to the undersigned, whether as
        indemnities, payments or otherwise, and all claims for damages arising out
        of
        any breach of such Purchase Contract, and (b) you are hereby irrevocably
        authorized and instructed to pay as from the date hereof all such aforesaid
        moneys to the Assignee (Account No. []) at 200 Park Avenue, New York, New
        York
        10166-0396.

      


      


      [SHIPOWNER]

      as
        Owner,

      


      


      


      By:  __________________

      Name:

      Title:

      


      Dated:  _____________

    

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

                

                              Exhibit
              O              
    

        

      

    

     

    


    ASSIGNMENT
      OF CONSTRUCTION CONTRACT AND REFUND GUARANTEE

    


    [VESSEL]

    


    


    THIS
      ASSIGNMENT OF CONSTRUCTION CONTRACT AND REFUND GUARANTEE, dated [CLOSING DATE],
      is given by [SHIPOWNER], a Marshall Islands corporation and registered under
      Part XI of the Hong Kong Companies Ordinance having its principal place of
      business at 15th Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong (the
      “Assignor”), in favor of DNB NOR BANK ASA, NEW YORK BRANCH, a bank incorporated
      under the laws of the Kingdom of Norway, acting through its New York branch,
      with offices at 200 Park Avenue, New York, New York 10166-0396, as Collateral
      Agent under the Credit Agreement referred to below (the
“Assignee”).  Except as otherwise defined herein, capitalized terms
      used herein and defined in the Credit Agreement (as defined below) shall be
      used
      herein as so defined.

    


    RECITALS

    


    A.           The
      Assignor has entered in the a construction contract dated _________,
      200_  (the “Construction Contract”) with [SHIPYARD], a company
      organized and existing under the laws of
      [        ], as the builder (the
“Shipyard”), providing for the construction and acquisition of the NEWBUILDING
      designated as Builder’s Hull No. [    ] (the “Vessel”), as
      such Construction Contract may be amended, restated, modified or supplemented
      from time to time.

    


    B.           The
      Assignor is the beneficiary of a refund guarantee, either directly or by virtue
      of an assignment or novation (the “Refund Guarantee”; the Construction Contract
      and the Refund Guarantee shall collectively be referred to as the “Assigned
      Contracts” and each separately, an “Assigned Contract”) issued in connection
      with the Construction Contract by
      [            ], as
      refund guarantor (the “Refund Guarantor”), as such Refund Guarantee may be
      amended, restated, modified or supplemented from time to time.

    


    C.           Genco
      Shipping & Trading Limited, a Marshall Islands corporation (the “Borrower”)
      has entered into a Credit Agreement dated as of __ July, 2007 (as the same
      may
      be amended, supplemented or otherwise modified from time to time, the “Credit
      Agreement”) among (i) various Lenders referred to therein, (ii) the Assignee, as
      Administrative Agent, mandated lead arranger, bookrunner and Collateral Agent,
      providing for the making of revolving loans to the Borrower in the principal
      amount of up to One Billion Three Hundred Seventy Seven Million United States
      Dollars (U.S. $1,377,000,000) (the Lenders, the Administrative Agent and
      Collateral Agent, collectively, the “Lender Creditors”).

    


    D.           The
      Assignor is a wholly-owned subsidiary of the Borrower.

    


    E.           The
      Borrower may at any time and from time to time enter into, or guaranty the
      obligations of one or more Subsidiary Guarantors or any of their respective
      Subsidiaries under, one or more Interest Rate Protection Agreements or Other
      Hedging Agreements with respect to the Loan (and/or the Commitments) with one
      or
      more Lenders or any Affiliate thereof (each such Lender or Affiliate, even
      if
      the respective Lender subsequently ceases to be a Lender under the Credit
      Agreement for any reason, together with such Lender’s or Affiliate’s successors
      and assigns, if any, collectively, the “Other Creditors” and, together with the
      Lender Creditors, the “Secured Creditors”).

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    F.           The
      Assignor has entered into the Guaranty in favor of the Secured Creditors
      pursuant to which the Assignor has guaranteed (i) to the Lender Creditors,
      all
      obligations of the Borrower under the Credit Agreement and each other Credit
      Document to which the Borrower is a party, and (ii) to each of the Other
      Creditors, all obligations of the Borrower under each Interest Rate Protection
      Agreement and each Other Hedging Agreement entered into with respect to the
      Loan
      (and/or the Commitments), among other things, its obligations under the
      Guaranty.

    


    G.           It
      is a condition to the obligation of the Lenders to advancing the Loan in respect
      of the Vessel to the Borrower under the Credit Agreement that the Assignor
      enters into this Assignment as security for its obligations under the
      Guaranty.

    


    NOW,
      THEREFORE, the parties hereto agree as follows:

    


    Section
      1.         As security for all
      amounts due and to become due to the Secured Creditors under the Guaranty,
      the
      Assignor as beneficial owner hereby grants, sells, conveys, assigns, transfers,
      mortgages and pledges to the Assignee, and unto the Assignee’s successors and
      assigns, all its right, title, interest, claim and demand in and to, and hereby
      also grants unto the Assignee a security interest in and to (i) the Assigned
      Contracts, (ii) all moneys and claims for moneys due and to become due to the
      Assignor under and all claims for damages arising out of the breach (or payments
      for variation or termination) of the Assigned Contracts, including but not
      limited to the Assignor’s interest in the deposit being made in connection with
      the entry into the Assigned Contracts and any escrow account in respect of
      such
      deposit, and (iii) any proceeds of any of the foregoing.  The Assignor
      hereby covenants and undertakes to give prompt notice of this Assignment to
      the
      Shipyard in the form of Exhibit A hereto and to the Refund Guarantor in the
      form
      of Exhibit B hereto.

    


    Section
      2.          Anything
      herein contained to the contrary notwithstanding, the Assignee, or its
      respective successors and assigns, shall have no obligation or liability under
      the Assigned Contracts arising out of this Assignment.

    


    Section
      3.          The Assignor
      hereby constitutes the Assignee, its successors and assigns, its true and lawful
      attorney-in-fact, irrevocably, with full power, in the name of the Assignor
      or
      otherwise, upon the occurrence and continuance of a Default or an Event of
      Default, to ask, require, demand, receive, compound and give acquittance for
      any
      and all moneys and claims for moneys due and to become due, property and rights
      hereby assigned, to endorse any checks or other instruments or orders in
      connection therewith and to file any document or to take any action or institute
      any proceedings which the Assignee and its successors and assigns may reasonably
      deem necessary or advisable in the premises.

    


    Section
      4.          The powers and
      authorities granted to the Assignee and its successors or assigns herein have
      been given for valuable consideration and are hereby declared to be
      irrevocable.

    


    Section
      5.          The Assignor
      warrants and represents that it has not assigned or pledged the rights, title
      and interest assigned hereunder to anyone other than the
      Assignee.  The Assignor hereby covenants that, without the prior
      written consent thereto of the Assignee, so long as this Assignment shall remain
      in effect, it will not assign or pledge the whole or any part of the rights,
      title and interest hereby assigned to anyone other than the Assignee, and it
      will not take or omit to take any action, the taking or omission of which might
      result in an alteration or impairment of this Assignment, or of any of the
      rights created by this Assignment.

     

     

    
      
        2

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Section
      6.          The Assignor
      agrees that at any time and from time to time, upon the written request of
      the
      Assignee, the Assignor will promptly and duly execute and deliver any and all
      further instruments and documents as the Assignee may deem desirable in
      obtaining the full benefits of this Assignment.

    


    Section
      7.          THIS
      ASSIGNMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
      CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW
      YORK
      WITHOUT REGARD TO ITS CONFLICT OF LAWS RULES (OTHER THAN TITLE 14 OF ARTICLE
      5
      OF THE GENERAL OBLIGATIONS LAW).  This Assignment shall not be amended
      and/or varied except by agreement in writing signed by the parties
      hereto.

    


    Section
      8.          Any notice,
      demand or other communication to be given under or for the purposes of this
      Assignment shall be made as provided in Section 15.03 of the Credit Agreement
      or
      Section 4 of Article IV of the Mortgage.

    


    Section
      9.          This
      Assignment may be executed in any number of counterparts each of which shall
      be
      an original, but all such counterparts shall together constitute one and the
      same instrument.

    


    IN
      WITNESS WHEREOF, the Assignor has duly executed this instrument on the day
      and
      year first above written.

    


    [SHIPOWNER],

    as
      Assignor

    


    


    


    By:  __________________

    Name:
      [                         ]

    Title:
      [                           ]

     

    


    
      
        3

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    Exhibit
      A
      to

    CONSTRUCTION
      CONTRACT

    AND
      REFUND GUARANTEE

    ASSIGNMENT

    


    FORM
      OF NOTICE OF ASSIGNMENT OF CONSTRUCTION CONTRACT

    


    The
      undersigned, [SHIPOWNER], the owner of the Vessel described in the assignment
      attached hereto, hereby gives you notice that (a) by an Assignment of
      Construction Contract and Refund Guarantee
      dated                            2007,
      entered into by us with DNB NOR BANK ASA, NEW YORK BRANCH in its capacity as
      Collateral Agent for certain Lenders (hereinafter called the “Assignee”), a copy
      of which is attached hereto, there has been assigned by us to the Assignee
      all
      of our right, title and interest in and to (i) the construction contract dated
      _________, 200__ (the “Construction Contract”) between us and [SHIPYARD], a
      company organized and existing under the laws of
      [             ],
      as builder, with respect to the construction and acquisition of the NEWBUILDING,
      (ii) all moneys and claims for moneys due and to become due to the undersigned,
      whether as indemnities, payments or otherwise, under, and all claims for damages
      arising out of any breach of such Construction Contract and (iii) all proceeds
      of all of the foregoing, and (b) you are hereby irrevocably authorized and
      instructed to pay as from the date hereof all such aforesaid moneys to the
      Assignee to the account of the Owner (Account No. []) at 200 Park Avenue, New
      York, New York 10166-0396, or such other account as the Assignee may
      direct.

    


    


    [SHIPOWNER]

    as
      Owner,

    


    


    


    By:  __________________

    Name:

    Title:

    


    Dated:  _____________

    


     

    
      
        4

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    Exhibit
      B
      to

    CONSTRUCTION
      CONTRACT

    AND
      REFUND GUARANTEE

    ASSIGNMENT

    


    FORM
      OF NOTICE OF ASSIGNMENT OF REFUND GUARANTEE

    


    The
      undersigned, [SHIPOWNER], hereby refers you to the refund guarantee no.
      ___________ dated _________, 200__ (the “Refund Guarantee”) issued by you to us
      whereby you have in the manner therein appearing guaranteed to pay to us the
      sum
      of
      [               ]
      United States Dollars (US$[       ]) which
      [SHIPYARD], a company organized and existing under the laws of
      [             ],
      as builder (the “Shipyard”) may become liable to repay us under a construction
      contract dated _________, 200__ with respect to the construction and acquisition
      of the NEWBUILDING, subject to and upon the terms and conditions therein
      contained.

    


    Now
      we
      hereby give you notice that:

    


    
      	
               

            	
              1.

            	
              by
                an Assignment of Construction Contract and Refund Guaranty
                dated                            2007,
                entered into by the undersigned with DNB NOR BANK ASA, NEW YORK BRANCH
                in
                its capacity as Collateral Agent for certain Lenders (hereinafter
                called
                the “Assignee”), a copy of which is attached hereto, we have assigned to
                the Assignee all of our right, title and interest in and to the Refund
                Guarantee if and when all money or any part thereof shall become
                payable
                by you to us under the Refund
                Guarantee;

            


    

    


    
      	
               

            	
              2.

            	
              we
                have irrevocably appointed the Assignee as our attorney with full
                power to
                receive the proceeds to be described in our demand, which will be
                presented for payment by us in accordance with the terms of the Refund
                Guarantee, in the event that the security granted by the Assignment
                has
                become enforceable;

            


    

    


    
      	
               

            	
              3.

            	
              you
                are hereby irrevocably authorized and instructed and demanded by
                us to pay
                to the Assignee all sums or any part thereof which you may become
                due to
                us under the Refund Guarantee; and

            


    

    


    
      	
               

            	
              4.

            	
              the
                authority and instructions herein contained cannot be revoked or
                varied by
                us without the consent of the
                Assignee.

            


    

    


    [SHIPOWNER]

    as
      Owner,

    


    


    


    By:  __________________

    Name:

    Title:

    


    Dated:  _____________

    


    


     

    5