EX-4.9






Exhibit 4.9



EXECUTION VERSION




Date: as of January 9, 2009




OCEANFREIGHT INC.

as Borrower




KIFISSIA STAR OWNERS INC.

OCEANCLARITY OWNERS LIMITED, OCEANENERGY OWNERS LIMITED,

OCEANFIGHTER OWNERS INC., OCEANPRIME OWNERS LIMITED,

OCEANRESOURCES OWNERS LIMITED, OCEANSHIP OWNERS LIMITED,

OCEANSTRENGTH OWNERS LIMITED, OCEANTRADE OWNERS LIMITED,

OCEANVENTURE OWNERS LIMITED AND

OCEANWEALTH OWNERS LIMITED

as Joint and Several Guarantors




THE BANKS AND FINANCIAL INSTITUTIONS NAMED HEREIN

as Lenders




NORDEA BANK FINLAND PLC,

acting through its New York branch,

as Administrative Agent and Security Trustee




-and-




NORDEA BANK FINLAND PLC,

acting through its New York branch,

as Swap Bank



 




FIRST AMENDATORY AGREEMENT



 




Amending and Supplementing the Amended and Restated Loan Agreement dated February 12, 2008









WATSON, FARLEY & WILLIAMS (NEW YORK) LLP

100 Park Avenue

New York, New York 10017
















 








     FIRST AMENDATORY AGREEMENT dated as of January 9, 2009 (this “Agreement”)



AMONG





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






	(2)	 	KIFISSIA STAR OWNERS INC., OCEANCLARITY OWNERS LIMITED, OCEANENERGY OWNERS LIMITED,
OCEANFIGHTER OWNERS INC., OCEANPRIME OWNERS LIMITED, OCEANRESOURCES OWNERS LIMITED, OCEANSHIP
OWNERS LIMITED, OCEANSTRENGTH OWNERS LIMITED, OCEANTRADE OWNERS LIMITED, OCEANVENTURE OWNERS
LIMITED and OCEANWEALTH OWNERS LIMITED, each a corporation duly existing and incorporated
under the laws of the Republic of The Marshall Islands, as joint and several guarantors (the
“Guarantors”, and each separately a “Guarantor”);






	(3)	 	THE BANKS AND FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE PAGES HERETO, as lenders
(collectively, the “Lenders”);






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






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





WITNESSETH THAT:



WHEREAS, the Borrower, the Guarantors, the Agent and others are parties to an amended and restated
loan agreement dated as of February 12, 2008 (the “Amended and Restated Loan Agreement”);



WHEREAS, as of the date hereof the Obligors are in breach of the Collateral Maintenance Ratio
required by Clause 10.3(d) of the Amended and Restated Loan Agreement; and



WHEREAS, upon the terms and conditions stated herein, the parties hereto have agreed pursuant to
Clause 20.1(b) of the Amended and Restated Loan Agreement to:



(a) waive the Obligors’ breach of the Collateral Maintenance Ratio; and



(b) amend certain terms of the Amended and Restated Loan Agreement.



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














 









	1.	 	DEFINITIONS






	1.1	 	Defined terms. Capitalized terms used but not defined herein shall have the meaning assigned
such terms in the Amended and Restated Loan Agreement. In addition:






	 	 	“DVB Financing” means a loan facility in the amount of $30,500,000 being made available to
Ocean Faith and Ocean Blue (each as defined in Clause 3.1(c) below) by DVB Bank SE to
finance the TAMARA and the TIGANI (each as defined in Clause 3.1(c) below);






	 	 	“Effective Date” means the first date on which each of the conditions precedent set forth in
Clause 4.1 below have been satisfied or waived by the Agent; and






	 	 	“Extraordinary Prepayment” means a prepayment by the Borrower in the amount of $25,000,000
to be applied solely in prepayment of the 15th installment due in respect of the
Tranche B Loan notwithstanding the otherwise applicable requirements of Clause 7.5 of the
Amended and Restated Loan Agreement, which Extraordinary Prepayment shall not effect the
respective reduction and repayment schedules of Tranche A and Tranche B as provided in
Clauses 7.1, 7.2 and 7.3 of the Amended and Restated Loan Agreement.






	2	 	BREACH AND WAIVER; EXTRAORDINARY PREPAYMENT






	2.1	 	Breach of Clause 10.3(d). The Obligors acknowledge and agree that, since December 9, 2008
and as of the date of this Agreement, the Obligors have been and are in breach of the
Collateral Maintenance Ratio required by Clause 10.3(d) of the Amended and Restated Loan
Agreement.






	2.2	 	Waiver of Breach. Pursuant to Clause 20.1(b) of the Amended and Restated Loan Agreement, the
Agent, for and on behalf of the Credit Parties and upon the instructions of the Majority
Lenders, waives as of the Effective Date, subject to the terms and conditions of Clauses 2.3
and 2.4 hereof, the Obligors’ breach of Clause 10.3(d) with effect from the date of the
initial breach of such Clause 10.3 (d).






	2.3	 	Extraordinary Prepayment. In consideration of the waiver granted in Clause 2.2 above, the
Borrower hereby agrees to make the Extraordinary Prepayment upon the earlier of (a) the date
of funding under the DVB Financing and (b) January 31, 2009. In connection with such
Extraordinary Prepayment, it shall not be necessary for the Borrower to comply with Clauses
7.6, 7.7, 7.8, 7.10, 7.16 or 7.17 of the Amended and Restated Loan Agreement.






	2.4	 	Failure to make Extraordinary Prepayment. If the Borrower fails to make the Extraordinary
Prepayment as required by Clause 2.3 above, the Obligors acknowledge and agree that the waiver
made in Clause 2.2 hereof and the amendments made in Clause 3 hereof shall be null, void and
of no effect whatsoever and that the Credit Parties shall be entitled to all rights and to
exercise all remedies afforded to them under the terms of the Amended and Restated Loan
Agreement (all of which are expressly reserved) as if (a) such waiver had not been made and
(b) the Amended and Restated Loan Agreement had not been amended by this Agreement.









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	3.	 	AMENDMENTS TO AMENDED AND RESTATED LOAN AGREEMENT






	3.1	 	Amendments. Pursuant to Clause 20.1(b) of the Amended and Restated Loan Agreement, the
Borrower, the Guarantors and the Agent, for and on behalf of the Credit Parties and upon the
instructions of the Majority Lenders, agree to amend the Amended and Restated Loan Agreement
as follows with effect on and from the Effective Date:






	(a)	 	The definition of “Finance Documents” in Clause 1.1 is amended to read as follows:






	 	 	““Finance Documents” means:






	 	(a)	 	this Agreement;






	 	(b)	 	the Notes;






	 	(c)	 	the Master Agreement (if executed);






	 	(d)	 	the Charter Assignments;






	 	(e)	 	the Earnings Account Pledges;






	 	(f)	 	the Earnings Assignments;






	 	(g)	 	the Insurance Assignments;






	 	(h)	 	the Mortgages and any related Deed of Covenant, together with any amendments
thereto;






	 	(i)	 	the Ocean Blue Guarantee;






	 	(j)	 	the Ocean Faith Guarantee;






	 	(k)	 	the Second Statutory Mortgages;






	 	(l)	 	the Share Pledges;






	 	(m)	 	the Third Statutory Mortgages;






	 	(n)	 	the TAMARA Second Mortgage;






	 	(o)	 	the TAMARA Second Priority Insurance Assignment;






	 	(p)	 	the TIGANI Second Mortgage;






	 	(q)	 	the TIGANI Second Priority Insurance Assignment;






	 	(r)	 	the Intercreditor Deed; and






	 	(s)	 	any other document (whether creating a Security Interest or not) which is
executed at any time by any Obligor or any other person as security for, or to
establish any form









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	 	 	 	of subordination or priorities arrangement in relation to, any amount payable to or
for the benefit of a Credit Party under this Agreement or any of the documents
referred to in this definition;”






	(b)	 	The definition of “Margin” in Clause 1.1 is amended to read as follows:






	 	 	““Margin” means, in respect of each Tranche of the Loan, 2.50 percent per annum commencing
on and at all times after the date the First Amendatory Agreement dated as of January 9,
2009 in respect of this Agreement becomes effective pursuant to its terms;”






	(c)	 	The following definitions are added to Clause 1.1:






	 	 	““Intercreditor Deed” means an intercreditor deed among Ocean Faith and Ocean Blue, as
Owners, DVB Bank SE, as First Mortgagee, and the Security Trustee, as Second Mortgagee, in
respect of the TAMARA and the TIGANI, in form and substance satisfactory to the Agent acting
with the consent of the Majority Lenders;”






	 	 	““Ocean Blue” means Ocean Blue Spirit Owners Inc., a corporation duly existing and
incorporated under the laws of the Republic of The Marshall Islands;






	 	 	““Ocean Blue Guarantee” means a guarantee by Ocean Blue of the Secured Liabilities of the
Borrower, in form and substance satisfactory to the Agent;”






	 	 	““Ocean Faith” means Ocean Faith Owners Inc., a corporation duly existing and incorporated
under the laws of the Republic of The Marshall Islands;






	 	 	““Ocean Faith Guarantee” means a guarantee by Ocean Faith of the Secured Liabilities of the
Borrower, in form and substance satisfactory to the Agent;”






	 	 	““TAMARA” means the 1990-built tanker of 95,793 deadweight tons registered in the ownership
of Ocean Blue under Maltese flag with the name “TAMARA” and IMO Number 9002154;”






	 	 	““TAMARA MoA” means the Memorandum of Agreement dated August 7, 2008 and the additional
clauses thereto between Tulip Navigation Limited as Sellers and the Borrower as Buyers in
respect of the TAMARA;”






	 	 	““TAMARA Second Mortgage” means the second priority statutory Maltese Mortgage on the TAMARA
and the deed of covenants supplemental thereto, each in form and substance satisfactory to
the Agent;”






	 	 	““TAMARA Second Priority Insurance Assignment” means the second priority assignment of the
Insurances of the TAMARA, in form and substance satisfactory to the Agent;”






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









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	 	 	““TIGANI” means the 1991-built tanker of 95,951 deadweight tons registered in the ownership
of Ocean Faith under Maltese flag with the name “TIGANI” and IMO Number 9002142;”






	 	 	““TIGANI MoA” means the Memorandum of Agreement dated October 9, 2008 and the additional
clauses thereto between Avir Shipping Company Limited as Sellers and the Borrower as Buyers
in respect of the TIGANI;”






	 	 	““TIGANI Second Mortgage” means the second priority statutory Maltese Mortgage on the TIGANI
and the deed of covenants supplemental thereto, each in form and substance satisfactory to
the Agent;” and






	 	 	““TIGANI Second Priority Insurance Assignment” means the second priority assignment of the
Insurances of the TIGANI, in form and substance satisfactory to the Agent;”






	(d)	 	Clause 4.5(b) is amended to read as follows:






	 	 	“at least one (1) Business Day before the start of an Interest Period, Lenders having
Commitments amounting to more than 30% of the Total Commitments notify the Agent that LIBOR
fixed by the Agent would not accurately reflect the cost to those Lenders of funding their
respective Ratable Portion (or any part of them) during the Interest Period in the London
Interbank Market at or about 11:00 a.m. (London time) on the Quotation Date for the Interest
Period; or”






	(e)	 	Clause 10.1(g) is amended to read as follows:






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






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






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






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






	(f)	 	Clause 10.2(l) is amended to read as follows:






	 	 	“except in connection with the financing of the Ships and the maintenance of the Ships in
the ordinary course of business, none of the Obligors will make any capital expenditures, or
any loan or advance to, or any investment in, or enter into any working capital maintenance
or similar agreement with respect to, any person (other than an Obligor) or project, whether
by acquisition of stock or indebtedness, by loan, guarantee or otherwise, provided that an
Obligor may make a capital expenditure, or a loan or advance to, or an investment in, or
enter









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	 	 	into a working capital maintenance or similar agreement with respect to, any person or
project with the proceeds derived from an equity offering made by such Obligor, which
proceeds may be matched by proceeds of Financial Indebtedness incurred by such Obligor on a
1:00 to 1:00 basis to the extent the incurrence of such Financial Indebtedness is permitted
and not otherwise prohibited by this Agreement;”






	(g)	 	Clause 10.2(t) is amended to read as follows:






	 	 	“the Borrower shall not declare or pay any dividends or return any capital to its equity
holders or authorize or make any other distribution, payment or delivery of property or cash
to its equity holders, or redeem, retire, purchase or otherwise acquire, directly or
indirectly, for value, any interest of any class of its capital stock or other form of
equity interest (or require any rights, options or warrants relating thereto but not
including convertible debt) now or hereafter outstanding, or repay any subordinated loans or
set aside any funds for any of the foregoing purposes”






	(h)	 	An additional Clause 10.2(u) is added to read as follows:






	 	 	“subject to the following sentence of this Clause 10.2(u), none of Ocean Blue, Ocean Faith,
any of the Obligors or any Affiliate or subsidiary of any of the Obligors shall make any
repayment or prepayment in respect of:






	 	(i)	 	the principal of the Seller’s Credit described in Clause 18(a) of the TAMARA
MoA until the date which is 18 months after the date the TAMARA is delivered in
accordance with the terms of the TAMARA MoA; or






	 	(ii)	 	the principal of the Seller’s Credit described in Clause 18(a) of the TIGANI
MoA until the date which is 18 months after the date the TIGANI is delivered in
accordance with the terms of the TIGANI MoA,






	 	 	provided that in each case repayment may be made only if no Event of Default has occurred
and is continuing and nothing herein shall prevent or prohibit the repayment of interest as
and when due under each Seller’s Credit. Notwithstanding the foregoing sentence, provided
that no Event of Default has occurred and is continuing, Ocean Blue, Ocean Faith, an Obligor
or an Affiliate or subsidiary of an Obligor may repay or prepay, without the Lenders’
consent, either Seller’s Credit referred to above, either in whole or in part, by means of
(1) cash derived from the proceeds of one or more equity offerings made by the Borrower on
or after January 1, 2009 or (2) Borrower common stock in the manner described in Clause
18(a) of the TAMARA MoA or TIGANI MoA, as the case may be;”






	(i)	 	Clause 10.3(d) is amended to read as follows:






	 	 	“Until all Commitments have terminated and all amounts payable hereunder have been paid in
full, the aggregate Fair Market Value of the Ships (as confirmed by the most recent Fair
Market Value appraisal report delivered to the Agent under Clause 10.1(g)), plus






	 	(x)	 	deposits as per Clause 7.9(b) (including in respect of insurance proceeds
receivable, on a pro forma basis before such proceeds are deposited with the Security
Trustee); and









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	 	(y)	 	the excess of the aggregate Fair Market Value of the TIGANI and the TAMARA over
the outstanding principal amount of the loan facility under the DVB Financing at the
date of determination of such Fair Market Value,






	 	 	shall be not less than:






	 	(i)	 	90% of the Loan plus any unutilized Commitment in respect of the Tranche A Loan
until June 30, 2009;






	 	(ii)	 	100% of the Loan plus any unutilized Commitment in respect of the Tranche A
Loan from July 1, 2009 to December 31, 2009;






	 	(iii)	 	110% of the Loan plus any unutilized Commitment in respect of the Tranche A
Loan from January 1, 2010 to March 31, 2010;






	 	(iv)	 	115% of the Loan plus any unutilized Commitment in respect of the Tranche A
Loan from April 1, 2010 to June 30, 2010; and






	 	(v)	 	125% of the Loan plus any unutilized Commitment in respect of the Tranche A
Loan at all times thereafter (each, the “Collateral Maintenance Ratio”).






	 	 	If, at any time, the Collateral Maintenance Ratio shall be less than as required above, the
Agent (acting upon the instruction of the Majority Lenders) shall have the right to require
the Borrower and/or the Obligors, within 30 Business Days of the date of the written demand
of the Agent, to either (at the Borrower’s option):






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






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






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






	 	 	As an alternative to (1) or (2) of this Clause 10.3(d), the Agent may agree with the
Borrower to reduce any unutilized Commitment in respect of the Tranche A Loan in such amount
as may be necessary to cause such aggregate Fair Market Value of the Ships plus deposits as
per Clause 7.9(b) (including in respect of insurance proceeds receivable, on a pro forma
basis before such proceeds are deposited with the Security Trustee) to equal or exceed the
Collateral Maintenance Ratio.”






	3.2	 	References. Each reference in the Amended and Restated Loan Agreement to “this Agreement”,
“hereunder”, “hereof”, “herein” or words of like import, and each reference to the “Loan
Agreement” in any of the other Finance Documents, shall mean and refer to the Amended and
Restated Loan Agreement as amended hereby.









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	3.3	 	Effect of Amendments. Subject to the terms of this Agreement, with effect on and from the
Effective Date, the Amended and Restated Loan Agreement shall be, and shall be deemed by this
Agreement to have been, amended upon the terms and conditions stated herein and, as so
amended, the Amended and Restated Loan Agreement shall continue to be binding on each of the
parties to it in accordance with its terms as so amended. In addition, each of the Finance
Documents (other than the Third Statutory Mortgages, the TAMARA Second Mortgage, the TIGANI
Second Mortgage and the Intercreditor Deed) shall be, and shall be deemed by this Agreement to
have been, amended as follows:






	(a)	 	the definition of, and references throughout each of such Finance Documents to, the “Loan
Agreement” and any of the other Finance Documents shall be construed as if the same referred
to the Amended and Restated Loan Agreement and those Finance Documents as amended or
supplemented by this Agreement; and






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






	3.4	 	Finance Documents to remain in full force and effect. Except as amended hereby, all terms
and conditions of each of the Finance Documents shall remain in full force and effect and are
hereby ratified and confirmed in all respects. Without limiting the foregoing, each of the
Guarantors acknowledges and agrees that the Guarantee remains in full force and effect.






	3.5	 	No Other Amendments. Except as amended hereby, all other terms and conditions of the Amended
and Restated Loan Agreement remain unchanged and the Amended and Restated Loan Agreement is
hereby ratified and confirmed.






	4	 	CONDITIONS PRECEDENT






	4.1	 	Conditions Precedent. The conditions precedent are that:





(a) The Agent shall have received:




	 	(i)	 	an original of:






	 	(1)	 	this Agreement, duly executed by the parties hereto;






	 	(2)	 	the Ocean Blue Guarantee;






	 	(3)	 	the Ocean Faith Guarantee; and






	 	(4)	 	the Intercreditor Deed, duly executed by the parties thereto;






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









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	 	(iii)	 	in respect of each of Ocean Blue and Ocean Faith, documents of the kind
specified in Schedule 3, Part A, paragraphs 2, 3, 4, 5, 6 and 7 of the Amended and
Restated Loan Agreement, each to be in form and substance satisfactory to the Agent;






	 	(iv)	 	documentary evidence that the agent for service of process named in Section
17(d) of each of the Ocean Blue Guarantee and the Ocean Faith Guarantee has accepted
its appointment in respect of each of Ocean Blue and Ocean Faith;






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






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






	 	(vii)	 	a duly executed original of the TAMARA Second Mortgage and the TIGANI Second
Mortgage, each to be in form and substance satisfactory to the Agent, and a copy of the
first priority mortgage in favor of DVB Bank SE in respect of each of the TAMARA and
the TIGANI;






	 	(viii)	 	a duly executed original of the TAMARA Second Priority Insurance Assignment and the
TIGANI Second Priority Insurance Assignment, each to be in form and substance
satisfactory to the Agent, and a copy of the first priority insurance assignment in
favor of DVB Bank SE in respect of the Insurances of each of the TAMARA and the TIGANI;






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






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






	 	(xi)	 	documentary evidence that each of the TAMARA Second Mortgage and the TIGANI
Second Mortgage has been duly recorded according to the laws of the Republic of Malta;






	 	(xii)	 	documentary evidence that the TAMARA is registered in the name of Ocean Blue
under Maltese flag, free of all recorded liens and encumbrances, save as contemplated
by the Finance Documents (which shall be established by a Certificate of Ownership and
Encumbrance (or similar instrument) issued by the appropriate authority of the laws of
the Republic of Malta stating that such vessel is owned by Ocean Blue and that there
are on record no other mortgages, liens or other encumbrances on such vessel except for
a first priority mortgage in favor of DVB Bank SE and the TAMARA Second Mortgage);









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	 	(xiii)	 	documentary evidence that the TIGANI is registered in the name of Ocean Faith under
Maltese flag, free of all recorded liens and encumbrances, save as contemplated by the
Finance Documents (which shall be established by a Certificate of Ownership and
Encumbrance (or similar instrument) issued by the appropriate authority of the laws of
the Republic of Malta stating that such vessel is owned by Ocean Faith and that there
are on record no other mortgages, liens or other encumbrances on such vessel except for
a first priority mortgage in favor of DVB Bank SE and the TIGANI Second Mortgage);






	 	(xiv)	 	documentary evidence that the TAMARA is insured in compliance with the terms
of the TAMARA Second Mortgage (which insurance shall include mortgagee’s interest
insurance with additional perils pollution);






	 	(xv)	 	documentary evidence that the TIGANI is insured in compliance with the terms of
the TIGANI Second Mortgage (which insurance shall include mortgagee’s interest
insurance with additional perils pollution);






	 	(xvi)	 	a certificate by the president or the secretary (or equivalent officer) of
Ocean Blue, or a certificate of the Approved Manager (technical), identifying and
giving the address and other communication details of the ISM Responsible Person(s) for
the TAMARA;






	 	(xvii)	 	a certificate by the president or the secretary (or equivalent officer) of Ocean
Faith, or a certificate of the Approved Manager (technical), identifying and giving the
address and other communication details of the ISM Responsible Person(s) for the
TIGANI;






	 	(xviii)	 	copies of the Document of Compliance and Safety Management Certificate referred to
in paragraph (a) of the definition of the ISM Code Documentation for each of the TAMARA
and the TIGANI, certified as true and in effect by the president or the secretary (or
equivalent officer) of each of Ocean Blue or Ocean Faith (as the case may be) or the
Approved Manager (technical);






	 	(xix)	 	certification by the president or the secretary (or equivalent officer) of
each of Ocean Faith and Ocean Blue that:






	 	(i)	 	the relevant vessel owned by such company has and will maintain
for the duration of the Security Period a valid International Ship Security
Certificate (and a true copy of such International Ship Security Certificate
shall be attached to such certification);






	 	(ii)	 	the security system of the relevant vessel owned by such
company and associated security equipment complies with, and at all times
during the Security Period will comply with, the applicable requirements of
Chapter XI-2 of SOLAS and Part A of the ISPS Code; and






	 	(iii)	 	an approved ship security plan is in place and will be
maintained at all times during the Security Period;









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	 	(xx)	 	a certificate of the president or secretary of each Intermediate Holding
Company dated the date of this Agreement:






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






	 	(2)	 	acknowledging the execution of this Agreement by the Obligors
and confirming that such Intermediate Holding Company’s Share Pledge remains in
full force and effect;






	 	(xiii)	 	an original or a copy of any consents, agreements and other documents in connection
with this Agreement and the Finance Documents that the Agent may request by notice to
the Obligors prior to the Effective Date;






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






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






	(b)	 	No Event of Default or Potential Event of Default shall have occurred and be continuing and
there shall have been no material adverse change in the financial condition, operations or
business prospects of the Obligors since the date of the Amended and Restated Loan Agreement;
and






	(c)	 	On or before the Effective Date, the Obligors shall have paid to each Lender that has
approved this Agreement on or before January 9, 2009 an amendment fee of 0.15% of the
Commitment of such Lender.






	4.2	 	Waiver. The Agent, with the consent of the Majority Lenders, may waive one or more of the
conditions referred to in Clause 4.1 provided that the Borrower delivers to the Agent a
written undertaking to satisfy such conditions within ten (10) Business Days after the Agent
grants such waiver (or such longer period as the Agent may specify).






	5	 	MISCELLANEOUS






	5.1	 	Governing Law. This Agreement and the rights and obligations of the parties hereunder shall
be governed by, and construed in accordance with, the laws of the State of New York.









11









 










	5.2	 	Counterparts. This Agreement may be executed in any number of counterparts, all of which
taken together shall constitute one and the same instrument.






	5.3	 	Severability. Any provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating or affecting the validity or enforceability of such
provision in any other jurisdiction.






	5.4	 	Payment of Expenses. The Obligors agree to pay or reimburse each of the Credit Parties for
all reasonable expenses in connection with the preparation, execution and carrying out of this
Agreement and any other document in connection herewith or therewith, including but not
limited to, reasonable fees and expenses of any counsel whom the Credit Parties may deem
necessary or appropriate to retain, any duties, registration fees and other charges and all
other reasonable out-of-pocket expenses incurred by any of the Credit Parties in connection
with the foregoing.













12











 





     WHEREFORE, the parties hereto have caused this First Amendatory Agreement to be
executed as of the date first above written.






	 	 	 	 	 
	OCEANFREIGHT INC.,

as Borrower

 	 	 
	By:  	
 	 	 
	 	Name 	 	 
	 	Title 	 	 
	 
	 
	OCEANENERGY OWNERS LIMITED,

as Guarantor

 	 	 
	By:  	
 	 	 
	 	Name 	 	 
	 	Title 	 	 
	 
	 
	OCEANRESOURCES OWNERS LIMITED,

as Guarantor

 	 	 
	By:  	
 	 	 
	 	Name 	 	 
	 	Title 	 	 
	 
	 
	OCEANSHIP OWNERS LIMITED,

as Guarantor

 	 	 
	By:  	
 	 	 
	 	Name 	 	 
	 	Title 	 	 
	 
	 
	OCEANSTRENGTH OWNERS LIMITED,

as Guarantor

 	 	 
	By:  	
 	 	 
	 	Name 	 	 
	 	Title 	 	 
	 






	 	 	 	 	 
	NORDEA BANK FINLAND PLC,

acting through its New York branch,

as Agent and Security Trustee

 	 	 
	By:  	
 	 	 
	 	Name 	 	 
	 	 	Title 	 
	 
	 	 	 
	By:  	
 	 	 
	 	Name 	 	 
	 	Title 	 	 
	 
	 
	NORDEA BANK FINLAND PLC,

acting through its New York branch,

as Swap Bank

 	 	 
	By:  	
 	 	 
	 	Name 	 	 
	 	Title 	 	 
	 
	 	 	 
	By:  	
 	 	 
	 	Name 	 	 
	 	Title 	 	 
	 
	 
	NORDEA BANK NORGE ASA,

acting through its Grand Cayman branch,

as Lender

 	 	 
	By:  	
 	 	 
	 	Name 	 	 
	 	Title 	 	 
	 
	 	 	 
	By:  	
 	 	 
	 	Name 	 	 
	 	Title 	 	 
	 
	 









13









 





	 	 	 	 	 
	OCEANTRADE OWNERS LIMITED,

as Guarantor

 	 	 
	By:  	
 	 	 
	 	Name 	 	 
	 	 	Title 	 
	 
	 
	OCEANVENTURE OWNERS LIMITED,

as Guarantor

 	 	 
	By:  	
 	 	 
	 	Name 	 	 
	 	Title 	 	 
	 
	 
	OCEANWEALTH OWNERS LIMITED,

as Guarantor

 	 	 
	By:  	
 	 	 
	 	Name 	 	 
	 	Title 	 	 
	 
	 
	KIFISSIA STAR OWNERS INC.,

as Guarantor

 	 	 
	By:  	
 	 	 
	 	Name 	 	 
	 	Title 	 	 
	 
	 
	OCEANCLARITY OWNERS LIMITED,

as Guarantor

 	 	 
	By:  	
 	 	 
	 	Name 	 	 
	 	Title 	 	 



14









 






	 	 	 	 	 
	OCEANFIGHTER OWNERS INC.,

as Guarantor

 	 	 
	By:  	
 	 	 
	 	Name 	 	 
	 	Title 	 	 
	 
	 
	OCEANPRIME OWNERS LIMITED,

as Guarantor

 	 	 
	By:  	
 	 	 
	 	Name 	 	 
	 	Title 	 	 
	 




15









 







	 	 	 	 	 
	 	BANK OF SCOTLAND PLC,

as Lender

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



16









 






	 	 	 	 	 



	 	 	 	 	 
	 	PIRAEUS BANK A.E.,

as Lender

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



17









 






	 	 	 	 	 



	 	 	 	 	 
	 	SKANDINAVISKA ENSKILDA BANKEN AB,

as Lender

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



18









 






	 	 	 	 	 



	 	 	 	 	 
	 	COMMERZBANK AG,

as Lender

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



19









 






	 	 	 	 	 



	 	 	 	 	 
	 	DRESDNER BANK AG IN HAMBURG,

as Lender

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



20









 






	 	 	 	 	 



	 	 	 	 	 
	 	FBB-FIRST BUSINESS BANK S.A.,

as Lender

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



21









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,

as Lender

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




22