d946530a_ex10-24.htm


     

    Exhibit
10.24


    Dated 18
September 2008

     

    STAR
BULK CARRIERS CORP.

    as
Borrower

     

     

    STAR
BETA LLC

    STAR OMICRON LLC and

    LAMDA
LLC

    as
Owners

     

    - and
-

     

    THE
BANKS AND FINANCIAL INSTITUTIONS

    listed
in Schedule 1

    as
Lenders

     

    - and
-

     

    PIRAEUS
BANK A.E.

    as Agent
and as Security Trustee

     

    - and
-

     

    PIRAEUS BANK A.E. and

    HSH
NORDBANK

    as Swap
Banks

     

    
      	 	
               

              AMENDING AND
      RESTATING AGREEMENT

               

            	 


    

     

    relating
to a loan facility of (originally) the aggregate of US$170,000,000 
of which
the current outstandings
aggregate US$81,000,000

     

     

     

     

    Watson,
Farley & Williams 

    Piraeus

     

     

    
      
        
          
          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

    

      INDEX

       

      Clause                                                                       Page

       

       

      
        	
                1

              	
                INTERPRETATION

              	
                1

              
	 	 	 
	
                2

              	
                AGREEMENT
      OF ALL PARTIES TO THE AMENDMENT OF THE LOAN AGREEMENT

              	
                2

              
	 
      	 
      	 
      
	
                3

              	
                CONDITIONS
      PRECEDENT

              	
                2

              
	 
      	 
      	 
      
	
                4

              	
                REPRESENTATIONS
      AND WARRANTIES

              	
                2

              
	 
      	 
      	 
      
	
                5

              	
                AMENDMENT
      OF LOAN AGREEMENT

              	
                3

              
	 
      	 
      	 
      
	
                6

              	
                FURTHER
      ASSURANCES

              	
                3

              
	 
      	 
      	 
      
	
                7

              	
                FEES
      AND EXPENSES

              	
                4

              
	 
      	 
      	 
      
	
                8

              	
                NOTICES

              	
                4

              
	 
      	 
      	 
      
	
                9

              	
                SUPPLEMENTAL

              	
                4

              
	 
      	 
      	 
      
	
                10

              	
                LAW
      AND JURISDICTION

              	
                5

              


      

       

      
        	
                SCHEDULE
      1 LENDERS

              	
                6

              
	 
      	 
      
	
                SCHEDULE
      2 DOCUMENTS AND EVIDENCE REQUIRED AS CONDITIONS PRECEDENT (REFERRED TO IN
      CLAUSE 3.2)

              	
                 

                7

              
	 
      	 
      
	
                APPENDIX
      1 FORM
      OF AMENDED AND RESTATED LOAN AGREEMENT MARKED TO INDICATE AMENDMENTS TO
      THE LOAN AGREEMENT

              	
                 

                10

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    THIS
AGREEMENT is made on 18 September 2008 BETWEEN

     

    
      	
              (1)

            	
              STAR
      BULK CARRIERS CORP., a corporation incorporated in the Marshall
      Islands whose registered office is at Trust Company Complex, Ajeltake
      Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (including its
      successors) as Borrower;

            


    

     

    
      	
              (2)

            	
              STAR
      BETA, STAR OMICRON and LAMDA
      LLC, each a limited liability company formed in the Republic of the
      Marshall Islands whose registered office is at Trust Company Complex,
      Ajeltake Road, Ajeltake Island, Majuro, MH96960, Marshall Islands (each an
      “Collateral
      Owner” and, together, the “Collateral
      Owners”);

            


    

     

    
      	
              (3)

            	
              THE
      BANKS AND FINANCIAL INSTITUTIONS listed in the Schedule, as Lenders;

            


    

     

    
      	
              (4)

            	
              PIRAEUS
      BANK A.E. acting through its office at 47-49 Akti Miaouli, Piraeus,
      Greece, as Agent,
      First Swap Bank and Security
      Trustee; and

            


    

     

    
      	
              (5)

            	
              HSH
      NORDBANK AG acting through its office at Martensdamm 6, D-24103
      Kiel, Federal Republic of
      Germany as Second
      Swap Bank.

            


    

     

    BACKGROUND

     

    
      	
              (A)

            	
              By
      a loan agreement originally made on 14 April 2008 (as amended and
      supplemented by a supplemental letter dated 17 April 2008, together, the
      “Loan
      Agreement”) made between (i) the Borrower as borrower, (ii) the
      banks and financial institutions listed in Schedule 1 thereto (the “Original
      Lenders”) and (iii) Piraeus Bank A.E. as agent, swap bank and
      security trustee (in such capacity the “Security
      Trustee”), the Original
      Lenders made available to the Borrower a loan facility of (originally) up
      to $170,000,000.

            


    

     

    
      	
              (B)

            	
              HSH
      Nordbank AG has agreed to take a Commitment of US$75,000,000 subject to
      the following conditions:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      amount of the Loan be reduced to the lesser of (1) US$150,000,000
      (including the amount outstanding by way of principal under the Loan
      Agreement on the date of this Agreement, being US$81,000,000) and (2) 60
      per cent of the market value (determined in accordance with Clause 15.4 of
      the Loan Agreement) of the “STAR BETA”, “STAR OMICRON” and “STAR
      SINFONIA”; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              certain
      provisions of the Loan Agreement be amended and/or
  varied.

            


    

     

    
      	(C)	
              This
      Agreement sets out the terms and conditions on which HSH Nordbank AG
      agrees, with
      effect on and from the Effective Date, to take a Commitment of
      US$75,000,000 and to the consequential amendments of the Loan Agreement
      and the Finance Documents in connection with those
      matter.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IT
IS AGREED as follows:

     

    1          INTERPRETATION

     

    
      	
              1.1

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

            


    

     

    1.2     
Definitions. 
In this Agreement, unless the contrary intention
appears:

     

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

              
	 	 
	 	
                “Effective
      Date” means the date on which the Agent notifies the Borrower and
      the Creditor Parties that the conditions precedent in Clause 3 have been
      fulfilled;

              
	 	 
	 	“Loan
      Agreement” means the loan agreement as referred to in Recital
      (A);
	 	 
	 	
                “Mortgage
      Addendum” means, in relation to “STAR BETA” and “SINFONIA”, the
      second addendum to the Mortgage on that Ship, executed or to be executed
      by the Owner which is the owner of that Ship in favour of the Lenders in
      such form set out as the Lenders may approve or
      require;

              
	 	 
	 	
                “New
      Agency and Trust Deed” means the agency and trust deed to be
      executed between the Borrower, the Lenders, the Agent, the First Swap
      Bank, the Second Swap Bank and the Security Trustee in such form as the
      Lenders may approve or require, which shall replace the Agency and Trust
      Deed dated 15 April 2008;

              
	 	 
	 	“New
      Finance Documents” means:
	 	 


      

      
        	 	(a)	this
      Agreement;	 
	 	 	 	 
	 	(b)	the Amended
      and Restated Loan Agreement;	 
	 	 	 	 
	 	(c)	the New
      Agency and Trust Deed; and	 
	 	 	 	 
	 	(d)	each Mortgage
      Addendum, 	 
	 	 	 	 
	 	 and in
      the singular means any of them.	 


      

      
      

    

     

    
      	1.3	
              Application
      of construction and interpretation provisions of Loan
      Agreement.  Clauses 1.2 and 1.5 of the Loan  Agreement
      and the Amended and Restated Loan Agreement apply, with any necessary
      modifications, to this
      Agreement.  

            
	 	 
	2    	AGREEMENT
      OF ALL PARTIES TO THE AMENDMENT OF THE LOAN AGREEMENT AND FINANCE
      DOCUMENTS 


    

     

    
      	2.1	
              Agreement
      of the parties to this Agreement. The parties to this Agreement
      agree, subject
      to and upon the terms and conditions of this Agreement, to the amendment
      of the Loan Agreement and the Finance Documents to be made pursuant to
      Clauses 5.1 and 5.2. The agreement of the parties to this Agreement
      contained in Clause 2.1 shall have effect on and
      from the Effective
Date.

            


    

            

    3         
CONDITIONS PRECEDENT

     

    
      	
              3.1

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

            


    

     

    
      	
              3.2

            	
              Conditions
      precedent. The conditions referred to in Clause 2.1 are that the
      Agent shall have received the documents and
      evidence referred to in Schedule 2 in all respects in form and
      substance satisfactory to the Agent and its lawyers on or before the date
      of this Agreement or such later date as the Agent may agree with the
      Creditor Parties and the
Borrower.

            


    

     

    4         
REPRESENTATIONS AND WARRANTIES

     

    
      	
              4.1

            	
              Repetition
      of Loan Agreement representations and warranties. The Borrower
      represents and warrants to the Agent that the representations and
      warranties in clause 10 of the Loan Agreement, as amended and restated by
      this Agreement and updated with appropriate modifications to refer to this
      Agreement and, where appropriate, each other Finance Document which is
      being amended by this Agreement, remain true and not misleading if
      repeated on the date of this Agreement with reference to the circumstances
      now existing.

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    
      	
              5

            	
              AMENDMENT
      OF LOAN AGREEMENT

            


    

     

    
      	
              5.1

            	
              Amendments
      to Loan Agreement.

            


    

     

    
      	
              (a)

            	
              With
      effect on and from the Effective Date the Loan Agreement shall be, and
      shall be deemed by this Agreement to be, amended and restated in the form
      of the Amended and Restated Loan Agreement;
and

            


    

     

    
      	
              (b)

            	
              as
      so amended and restated pursuant to (a) above, the Loan Agreement shall
      continue to be binding on each of the parties to it in accordance with its
      terms as so amended and restated.

            


    

     

    
      	
              5.2

            	
              Amendments
      to Finance Documents. With effect on and from the Effective Date
      each of the Finance Documents (other than the Loan Agreement and each
      Mortgage in respect of “BETA” and “SINFONIA” which will be amended and
      supplemented by the relevant Mortgage Addendum), shall be, and shall be
      deemed by this Agreement to be, amended as
      follows:

            


    

     

    
      	
              (a)

            	
              by
      including the liabilities of the Borrower under the Second Master
      Agreement within the definition of “Secured Liabilities” in each Finance
      Document and interpreting all references to this term in the Finance
      Documents accordingly;

            


    

     

    
      	
              (b)

            	
              by
      reading and construing all references to the “Agency and Trust Deed” in
      the Finance Documents as references to the New Agency and Trust
      Deed;

            


    

     

    
      	
              (c)

            	
              the
      definition of, and references throughout each of the Finance Documents to,
      each Mortgage in respect of “BETA” and “SINFONIA”, shall be construed as
      if the same referred to each such Mortgage as amended and supplemented by
      the relevant Mortgage Addendum;

            


    

     

    
      	
              (d)

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

            


    

     

    
      	
              (e)

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

            


    

     

    
      	
              5.3

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

            


    

     

    
      	
              (a)

            	
              the
      amendments contained or referred to in Clause 5.2;
  and

            


    

     

    
      	
              (b)

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

            


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    
      	6	FURTHER
      ASSURANCES
	 	 
	6.1	Borrower’s
      obligations to execute further documents etc. The Borrower
      shall:


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

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

               

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

            


    

     

    
      	6.2	Purposes
      of further assurances. Those purposes
      are:


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

            	
              implementing
      the terms and provisions of this
Agreement.

            


    

     

    
      	
              6.3

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

            


    

     

    
      	
              6.4

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

            


    

     

    
      	
              6.5

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

            


    

     

    
      	
              (a)

            	
              set
      out the text of a resolution of the Borrower’s directors specifically
      authorising the execution of the document specified by the Agent unless
      the execution of the relevant document is authorised by the existing
      resolutions and general power of attorney of the Borrower;
    and

            


    

     

    
      	
              (b)

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

            


    

     

    
      	7	EXPENSES
	 	 
	 	
              Reimbursement
      of expenses. The Borrower shall reimburse to the Agent on demand
      all
      reasonable costs, fees and expenses (including, but not limited to,
      legal fees and expenses) and taxes thereon incurred by the Agent or any
      other Creditor Party in connection with the negotiation, preparation and
      execution of each of the New Finance
      Documents.

            
	 	 
	8	NOTICES


    

     

    
      	
              8.1

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

            
	 	 


    

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

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


    

     

    
      	
              9.2

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

            
	 	 
	10	LAW
      AND JURISDICTION


    

     

    
      	
              10.1

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

            


    

     

    
      	
              10.2

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

            


    

     

     

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

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

    SCHEDULE
1

     

    LENDERS

     

     

     

    
      	
              Lender 

            	Lending
      Office 
	Piraeus Bank
      A.E. 	
              47-49
      Akti Miaouli
185 36
      Piraeus
Greece
Fax:      +30 210 429
      2659
Attention:  Jason Dallas

               

            
	HSH Nordbank
      AG 	
              Gerhart-Hauptmann-Platz
      50
D-20095 Hamburg
Germany
Fax: 00 49 403 3333
      4118
Attention: Shipping Greek Clients

               

            


    

     

     

     

    
      
        
          
             

          

           


        

        
          6

          
            

          

        

        
           


        

      

    

     

     

     

    SCHEDULE
2

     

    CONDITIONS
PRECEDENT DOCUMENTS

     

     

    The
following are the documents referred to in Clause 3.2:

     

    
      	
              1

            	
              In
      relation to the Borrower and each Owner,
      documents of the kind specified in paragraphs 2, 3, 4 and 5 of Schedule 4,
      Part A of the Loan Agreement (as amended and restated by this Agreement)
      with appropriate modifications to refer to this Agreement, the New Agency
      and Trust Deed, the Amended and Restated Loan Agreement and each Mortgage
      Addendum insofar as each is a party
thereto.

            


    

     

    
      	
              2

            	
              A
      duly executed original of this Agreement and the New Agency and Trust Deed
      duly executed by the parties to it.

            


    

     

    
      	
              3

            	
              A
      duly executed original of each Mortgage
  Addendum.

            


    

     

    
      	
              4

            	
              Documentary
      evidence that each Mortgage Addendum has been duly recorded against the
      relevant Ship as a valid addendum to the Mortgage over that Ship according
      to the laws of the Marshall Islands;
and

            


    

     

    
      	
              5

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

            


    

     

     

    
      
        
          
             

          

           


        

        
          7

          
            

          

        

        
           


        

      

    

     

    EXECUTION
PAGE

     

    


      
        	
                BORROWER

              	 
      
	 
      	 
      
	
                SIGNED by /s/ Georgia
Mustogaki

              	
                )

              
	
                for
      and on behalf of

              	
                )

              
	
                STAR
      BULK CARRIERS CORP.

              	
                )

              
	 
      	 
      
	
                OWNERS

              	 
      
	 
      	 
      
	
                SIGNED by /s/ Georgia
Mustogaki

              	
                )

              
	
                for
      and on behalf of

              	
                )

              
	
                STAR
      BETA LLC

              	
                )

              
	 
      	 
      
	
                SIGNED by /s/ Georgia
      Mustogaki

              	
                )

              
	
                for
      and on behalf of

              	
                )

              
	
                STAR
      OMICRON LLC

              	
                )

              
	 
      	 
      
	
                SIGNED by /s/ Georgia
      Mustogaki

              	
                )

              
	
                for
      and on behalf of

              	
                )

              
	
                LAMDA
      LLC

              	
                )

              
	 
      	 
      
	
                LENDERS

              	 
      
	 
      	 
      
	
                SIGNED by /s/ Georgios Gazis, Jason
      Dallas

              	
                )

              
	
                for
      and on behalf of 

              	
                )

              
	
                PIRAEUS
      BANK A.E.

              	
                )

              
	 
      	 
      
	
                SIGNED by /s/ Pat Skala

              	
                )

              
	
                for
      and on behalf of

              	
                )

              
	
                HSH
      NORDBANK AG

              	
                )

              
	 
      	 
      
	
                AGENT

              	 
      
	 
      	 
      
	
                SIGNED by /s/ Georgios Gazis, Jason
      Dallas

              	
                )

              
	
                for
      and on behalf of 

              	
                )

              
	
                PIRAEUS
      BANK A.E.

              	
                )

              
	 
      	 
      
	
                SECURITY
      TRUSTEE

              	 
      
	 
      	 
      
	
                SIGNED by /s/ Georgios Gazis, Jason
      Dallas

              	
                )

              
	
                for
      and on behalf of 

              	
                )

              
	
                PIRAEUS
      BANK A.E.

              	
                )

              
	 
      	 
      
	
                SWAP
      BANKS

              	 
      
	 
      	 
      
	
                SIGNED by /s/ Georgios Gazis, Jason
      Dallas

              	
                )

              
	
                for
      and on behalf of

              	
                )

              
	
                PIRAEUS
      BANK A.E.

              	
                )

              
	 
      	 
      
	
                SIGNED by /s/ Pat Skala

              	
                )

              
	
                for
      and on behalf of

              	
                )

              
	
                HSH
      NORDBANK A.G.

              	
                )

              
	 
      	 
      
	
                Witness
      to all the

              	
                )

              
	
                Above
      signatures

              	
                )

              
	 	 


      

    

    Name:

    Address:

     

     

    
      
        
          
             

          

           


        

        
          8

          
            

          

        

        
           


        

      

    

     

    APPENDIX
I

     

    FORM
OF AMENDED AND RESTATED LOAN AGREEMENT MARKED TO

    INDICATE
AMENDMENTS TO THE LOAN AGREEMENT

     

     

    Amendments
are indicated as follows:

     

    
      	1	additions are
      indicated by underlined text; and
	 	 
	2	deletions are shown
      by the relevant text being struck
      out.


    

     

     

    
      
        
          
             

          

           


        

        
          9

          
            

          

        

        
           


        

      

    

    
 

     

    Date 14
April 2008

    as
amended and supplemented

    by a
supplemental letter dated 17 April 2008 and

    as
further amended and restated on 18 September 2008

     

    STAR
BULK CARRIERS CORP.

    as
Borrower

     

    - and
-

     

    THE
BANKS AND FINANCIAL INSTITUTIONS

    listed
in Schedule I

    as
Lenders

     

    - and
-

     

    PIRAEUS
BANK A.E.

    as Agent
and as Security Trustee

     

    - and -

     

    PIRAEUS
BANK A.E.

    and

    HSH
NORDBANK AG

    as
Swap Banks

     

     

     

    
      	 	
               

              AMENDED AND
      RESTATED

               

              
                LOAN
      AGREEMENT

                 

              

            	 


    

     

    relating
to a term loan facility of (originally) up to US$170,000,000 of which the
current

    outstandings
aggregate US$81,000,000

     

    WATSON
FARLEY & WILLIAMS

    Piraeus

     

    
      
        
          
             

          

           


        

        
          10

          
            

          

        

        
           


        

      

    

     

    INDEX

     

     

     

    
      	Clause	 	
               Page

            
	 	 	 
	
              1

            	
              INTERPRETATION 

            	
              1

            


    

     

    
      	
              2

            	
              FACILITY 

            	
              18

            


    

     

    
      	
              3

            	
              POSITION
      OF THE LENDERS, THE SWAP BANKS AND THE MAJORITY
      LENDERS 

            	
              
                19

              

            


    

     

    
      	
              4

            	
              DRAWDOWN 

            	
              20

            


    

     

    
      	
              5

            	
              INTEREST 

            	
              21

            


    

     

    
      	
              6

            	
              INTEREST
      PERIODS 

            	
              23

            


    

     

    
      	
              7

            	
              DEFAULT
      INTEREST 

            	
              24

            


    

     

    
      	
              8

            	
              REPAYMENT
      AND PREPAYMENT 

            	
              25

            


    

     

    
      	
              9

            	
              CONDITIONS
      PRECEDENT 

            	
              27

            


    

     

    
      	
              10

            	
              REPRESENTATIONS
      AND WARRANTIES 

            	
              28

            


    

     

    
      	
              11

            	
              GENERAL
      UNDERTAKINGS 

            	
              30

            


    

     

    
      	
              12

            	
              CORPORATE
      UNDERTAKINGS 

            	
              34

            


    

     

    
      	
              13

            	
              INSURANCE 

            	
              36

            


    

     

    
      	
              14

            	
              SHIP
      COVENANTS 

            	
              41

            


    

     

    
      	
              15

            	
              SECURITY
      COVER 

            	
              44

            


    

     

    
      	
              16

            	
              PAYMENTS
      AND CALCULATIONS 

            	
              46

            


    

     

    
      	
              17

            	
              APPLICATION
      OF RECEIPTS 

            	
              48

            


    

     

    
      	
              18

            	
              APPLICATION
      OF EARNINGS 

            	
              49

            


    

     

    
      	
              19

            	
              EVENTS
      OF DEFAULT 

            	
              49

            


    

     

    
      	
              20

            	
              FEES
      AND EXPENSES 

            	
              53

            


    

     

    
      	
              21

            	
              INDEMNITIES 

            	
              54

            


    

     

    
      	
              22

            	
              NO
      SET-OFF OR TAX DEDUCTION 

            	
              56

            


    

     

    
      	
              23

            	
              ILLEGALITY,
      ETC 

            	
              57

            


    

     

    
      	
              24

            	
              INCREASED
      COSTS 

            	
              58

            


    

     

    
      	
              25

            	
              SET-OFF 

            	
              59

            


    

     

    
      	
              26

            	
              TRANSFERS
      AND CHANGES IN LENDING OFFICES 

            	
              60

            


    

     

    
      	
              27

            	
              VARIATIONS
      AND WAIVERS 

            	
              62

            


    

     

    
      	
              28

            	
              NOTICES 

            	
              63

            


    

     

    
      	
              29

            	
              SUPPLEMENTAL 

            	
              65

            


    

     

    
      	
              30

            	
              LAW
      AND JURISDICTION 

            	
              65

            


    

     

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

     

    
      	SCHEDULE 1
      LENDERS AND COMMITMENTS	
               67

            
	 	 
	SCHEDULE 2
      DETAILS OF INITIAL CHARTERPARTIES	
               68

            
	 	 
	SCHEDULE 3
      DRAWDOWN NOTICE	
               69

            
	 	 
	SCHEDULE 4
      CONDITION PRECEDENT DOCUMENTS	
               70

            
	 	 
	SCHEDULE 5
      TRANSFER CERTIFICATE	
               74

            
	 	 
	SCHEDULE 6
      FORM OF COMPLIANCE CERTIFICATE	
               78

            
	 	 
	SCHEDULE 7
      DESIGNATION NOTICE	
               79

            


    

     

     

     

    
      
        
          
             

          

           


        

        
          12

          
            

          

        

        
           


        

      

    

     

    THIS
LOAN AGREEMENT is made on 14 April 2008 as amended and supplemented by a
supplemental letter dated 17 April 2008 and as further amended and restated by
an Amending and Restating Agreement (as defined
below)

     

    BETWEEN:

     

    
      	
              (1)

            	
              STAR
      BULK CARRIERS CORP. a corporation incorporated in the Marshall
      Islands whose registered office is at Trust Company Complex, Ajeltake
      Road, Ajeltake Island, Majuro, The Marshall Islands MH 96960 as Borrower;

            


    

     

    
      	
              (2)

            	
              THE
      BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1, as Lenders;

            


    

     

    
      	
              (3)

            	
              PIRAEUS
      BANK A.E. acting through its office at 47-49 Akti Miaouli, Piraeus,
      Greece, as Agent;

            


    

     

    
      	
              (4)

            	
              PIRAEUS
      BANK A.E. acting through its office at 47-49 Akti Miaouli, Piraeus,
      Greece, as Security
      Trustee;
and

            


    

     

    
      	
              (5)

            	
              PIRAEUS
      BANK A.E. acting through its office at 47-49 Akti Miaouli, Piraeus,
      Greece and HSH
      NORDBANK AG acting through its office at Gerhart-Hauptmann-Platz
      50, D-20095, Hamburg, Germany, as Swap
      Banks.

            


    

     

    WHEREAS:

     

    The
Lenders have agreed to make available to the Borrower a term loan facility in an
amount of (originally) up to $170,000,000 of which the current outstandings
aggregate US$81,000,000 which shall be made available to Borrower for the
purpose of

     

    
      	
              (a)

            	
              financing
      part of the acquisition cost of m.v.
“SINFONIA”;

            


    

     

    
      	
              (b)

            	
              providing
      the Borrower with liquidity for the acquisition of the 2005-built 53,489
      metric tons deadweight geared bulk carrier m.v. “STAR OMICRON” (ex “NORD
      WAVE”); and

            


    

     

    
      	
              (c)

            	
              providing
      the Borrower with liquidity for its general corporate purposes including,
      but not limited to, to refinance the acquisition cost of m.v. “STAR
      BETA”.

            


    

     

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

    IT
IS AGREED as follows:

     

    
      	
              1

            	
              INTERPRETATION

            


    

     

    
      	
              1.3

            	
              Definitions. 
      Subject to Clause 1.7 in this
      Agreement:

            


    

     

    “Accounting
Information” means the annual audited consolidated accounts to be
provided by the Borrower to the Agent in accordance with Clause 11.6(a) of this
Agreement or the semi-annual unaudited accounts to be provided by the Borrower
to the Agent in accordance with Clause 11.6(b) of this
Agreement;

     

    “Account”
means each of the Earnings Accounts and the Cash Collateral Account and,
in the plural, means all of them;

     

    “Account
Pledge” means each of the Earnings Accounts Pledges and the Cash
Collateral Account Pledge and, in the plural, means all of
them;

     

    “Additional
Owner” means each of Star D, Star E, Star G, Star T and Star Z and, in
the plural, means all of them;

     

    “Additional
Ship” means each of “STAR DELTA”, STAR EPSILON”, “STAR GAMMA”, “STAR
THETA” and “STAR ZETA  and, in the plural, means all of
them;

     

    “Affected
Lender” has the meaning given in Clause
5.5;

     

    “Agency
and Trust Deed” means the agency and trust deed executed or to be
executed between the Borrower, the Lenders, the Agent, the First Swap Bank, the
Second Swap Bank and the Security Trustee in such form as the Lenders may
approve or require;

     

    “Agent”
means Piraeus Bank A.E. and any of its successors including, without
limitation, any successor appointed under clause 5 of the Agency and Trust
Deed;

     

    “Amending
and Restating Agreement” means the amending and restating agreement dated
18 September 2008 and made between (i) the Borrower, (ii) the Lenders, (iii) the
First Swap Bank, (iv) the Second Swap Bank and (v) the Security Trustee setting
out the terms and conditions upon which this Agreement has been amended and
restated;

     

    “Approved
Flag” means the Marshall Islands flag or such other flag as the Agent
may, acting upon the instructions of the Majority Lenders, approve as the flag
on which a Ship shall be registered;

     

    “Approved
Flag State” means the Republic of Marshall Islands, or any other country
in which the Agent, may, acting upon the instructions of the Majority Lenders,
approve that a Ship be registered;

     

    “Approved
Manager” means, in relation to the commercial management of each Ship,
Star Bulk Management Inc., a corporation incorporated in the Republic of
Marshall Islands having its registered office at Trust Company Complex, Ajeltake
Road, Ajeltake Island, Majuro, The Marshall Islands MH 96960 and, in relation to
the technical management, Bernhard Schulte Shipmanagement (Cyprus) Ltd. With its
principal office at 111 Spyrou Araouzou Street CY 3036 Limassol, Cyprus or, in
either case, any other company which the Agent may, with the authorisation of
the Majority Lenders, approve from time to time as the commercial or technical
manager of a Ship;

     

    “Availability
Period” means, the period commencing on the date of this Agreement and
ending on:

     

    
      	
               
      

            	
              (a)

            	
              in
      the case of Tranche A and Tranche B, 30 May
  2008;

            


    

     

    
      	
               
      

            	
              (b)

            	
              in
      the case of Tranche C and Tranche D, 31 October 2008; 

               

              (or,
      in each case, such later date as the Agent may, with the authorisation of
      all the Lenders, agree with the Borrower);
or

            


    

     

    
      	
               
      

            	
              (c)

            	
              if earlier, the date
      on which the Total Commitments are fully borrowed, cancelled or
      terminated;

            


    

    
    

     

    “BETA”
means the 1993-built Capesize bulk carrier of 174,691 metric deadweight
tons registered in the ownership of Star B under the Marshall Islands flag with
the name “STAR BETA”;

     

    “Borrower”
means Star Bulk Carriers Corp., a corporation incorporated in the
Marshall Islands and having its registered office at Trust Company Complex,
Ajeltake Road, Ajeltake Island, Majuro, The Marshall Islands MH
96960;

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    “Business
Day” means a day on which banks are open in London, Hamburg, Athens and
Piraeus and, in respect of a day on which a payment is required to be made under
a Finance Document, also in New York City;

     

    “Cash
Collateral Account” means an account in the name of the Borrower with the
Agent designated “Cash Collateral Account”, or any other account (with that or
another office of the Agent) which is designated by the Agent as the Cash
Collateral Account for the purposes of this
Agreement;

     

    “Cash
Collateral Account Pledge” means a deed of pledge creating security in
respect of the Cash Collateral Account in such form as the Lenders may approve
or require and in the plural means all of
them;

     

    “Charterparty”
means, in relation to each Ship, the Initial Charterparty or the Future
Charterparty in respect of that Ship;

     

    “Charterparty
Assignment” means:

     

    
      	
               
      

            	
              (a)

            	
              in
      relation to each Collateral Ship and “SINFONIA”, a first priority
      assignment of the rights of the Owner of that Ship;
  and

            


    

     

    
      	
               
      

            	
              (b)

            	
              in
      relation to each Additional Ship, a second priority assignment of the
      rights of the Owner of that Ship,

            


    

     

    under
each Initial Charterparty or, as the case may be, any Future Charterparty
executed or, as the context may require, to be executed by the relevant Owner in
favour of the Security Trustee, in each case, in such form as the Lenders may
approve or require and, in the plural, means all of them;

     

    “Commerzbank
Loan Agreement” means a loan agreement dated 27 December 2007 and made
between (inter alia), (i) the Borrower as borrower, (ii) the banks and financial
institutions referred to therein as lenders and (iii) Commerzbank as agent and
security trustee in respect of a secured loan facility of (originally)
US$120,000,000 in aggregate;

     

    “Commerzbank”
means Commerzbank AG of Ness 7-9 D-20457, Hamburg
Germany;

     

    “Collateral
Owner” means each of Star B, Star L and Star O and, in the plural,
means all of them;

     

    “Collateral
Ships” means, together, “BETA” and “OMICRON” and, in the singular, means
either of them;

     

    “Confirmation”
and “Early
Termination Date” in relation to any continuing Designated Transaction
have the meaning given in the Master
Agreement;

     

    “Commitment”
means, in relation to a Lender, the amount set opposite its name in the
third column of Schedule 1, or, as the case may require, the amount specified in
the relevant Transfer Certificate, as that amount may be reduced, cancelled or
terminated in accordance with this Agreement (and “Total
Commitments” means the aggregate of the Commitments of all the
Lenders);

     

    “Compliance
Certificate” means a certificate in the form set out in Schedule 6 (or in
any other form which the Agent, acting with the authorisation of all the
Lenders, approves or requires);

     

    “Compliance
Date” means 31 March, 30 June, 30 September and 31 December in each
calendar year (or such other dates as of which the Borrower prepares its
consolidated financial statements which it is required to deliver to the Lender
pursuant to Clause 11.6);

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    “Contract
Price” means $83,740,000 being the purchase price for “SINFONIA” payable
by Star L to the Seller pursuant to the MOA;

     

    “Contractual
Currency” has the meaning given in Clause
21.5;

     

    “Contribution”
means, in relation to a Lender, the part of the Loan which is owing to
that Lender;

     

    “Creditor
Party” means the Agent, the Security Trustee, each Swap Bank or
any Lender, whether as at the date of this Agreement or at any later
time;

     

    “DELTA”
means the 2000-built Supramax bulk carrier of 52,434 metric deadweight
tons registered in the ownership of Star D under the Marshall Islands flag with
the name “STAR DELTA”;

     

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

     

    
      	
               
      

            	
              (a)

            	
              it is entered into
      by the Borrowers pursuant to each Master Agreement with the relevant
      Swap Bank;

            


    

    
      	
               
      

            	
               

            


    

    
      	
               
      

            	
              (b)

            	
              its purpose is the
      hedging of the Borrower’s exposure under this Agreement to fluctuations
      in LIBOR arising from the funding of the Loan (or any part thereof) for a
      period expiring no later than the final Repayment Date;
      and

            


    

    
      	
               
      

            	 


    

    it is
designated by the Borrower, by delivery by the Borrower to the Agent of a notice
of designation in the form set out in Schedule 7, as a Designated Transaction
for the purposes of the Finance Documents;

     

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

     

    “Drawdown
Date” means, in relation to a Tranche, the date requested by the Borrower
for that Tranche to be advanced, or (as the context requires) the date on which
that Tranche is actually advanced;

     

    “Drawdown
Notice” means a notice in the form set out in Schedule 3 (or in any other
form which the Agent approves or reasonably
requires);

     

    “Earnings”
means, in relation to each Ship, all moneys whatsoever which are now, or
later become, payable (actually or contingently) to the Owner thereof or the
Security Trustee and which arise out of the use or operation of that Ship,
including (but not limited to):

     

    
      	
               
      

            	
              (a)

            	
              all freight, hire
      and passage moneys, compensation payable to the relevant Owner or
      the Security Trustee in the event of requisition of that Ship for hire,
      remuneration for salvage and towage services, demurrage and detention
      moneys and damages for breach (or payments for variation or termination)
      of any charterparty (including, but not limited to, the Charterparties) or
      other contract for the employment of the
    Ship;

            


    

     

    
    

    
      	
               
      

            	
              (b)

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

            


    

     

    
    

    
      	
               
      

            	
              (c)

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

            


    

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

     

    “Earnings
Account” means, in relation to each Ship, an account in the name of the
Owner of that Ship, with the Agent designated “[name of Ship] - Earnings
Account”, or any other account (with that or another office of the Agent) which
is designated by the Agent as the Earnings Account for that Ship for the
purposes of this Agreement and, in the plural means all of
them;

     

    “Earnings
Account Pledge” means, in relation to each Earnings Account, a deed of
pledge creating security in respect of that Earnings Account in such form as the
Lenders may approve or require and in the plural means all of
them;

     

    “EBITDA”
means, in relation to a Compliance Date or for any accounting period, the
consolidated net income of the Group for that accounting
period:

     

    
      	
               
      

            	
              (a)

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

            


    

     

    
      	
               
      

            	
              (i)

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

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Net
      Interest Expenses; and

            


    

     

    
      	
               
      

            	
              (iii)

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

            


    

     

    
      	
               
      

            	
              (b)

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

            


    

     

    all
determined on a consolidated basis in accordance with generally accepted
accounting principles and as shown in the Accounting Information;

     

    “Environmental
Claim” means:

     

    
      	
               
      

            	
              (a)

            	
              any
      claim by any governmental, judicial or regulatory authority which arises
      out of an Environmental Incident or an alleged Environmental Incident or
      which relates to any Environmental Law;
or

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      claim by any other person which relates to an Environmental Incident or to
      an alleged Environmental Incident,

            


    

     

    and “claim”
means a claim for damages, compensation, fines, penalties or any other
payment of any kind whether or not similar to the foregoing; an order or
direction to take, or not to take, certain action or to desist from or suspend
certain action; and any form of enforcement or regulatory action, including the
arrest or attachment of any asset;

     

    “Environmental
Incident” means, in relation to each Ship:

     

    
      	
               
      

            	
              (a)

            	
              any
      release of Environmentally Sensitive Material from that Ship;
      or

            


    

     

    
      	
               
      

            	
              (b)

            	
              any incident in
      which Environmentally Sensitive Material is released from a vessel
      other than that Ship and which involves a collision between that Ship and
      such other vessel or some other incident of navigation or operation, in
      either case, in connection with which that Ship is actually or potentially
      liable to be arrested, attached, detained or injuncted and/or that Ship or
      the Owner thereof and/or any operator or manager is at fault or allegedly
      at fault or otherwise liable to any legal or administrative action;
      or

            


    

     

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
               
      

            	
              (c)

            	
              any
      other incident in which Environmentally Sensitive Material is released
      otherwise than from that Ship and in connection with which that Ship is
      actually or potentially liable to be arrested and/or where the Owner
      thereof and/or any operator or manager of that Ship is at fault or
      allegedly at fault or otherwise liable to any legal or administrative
      action;

            


    

     

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

     

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

     

    “EPSILON”
means the 2001-built Supramax bulk carrier of 52,402 deadweight tons
registered in the ownership of Star D under the Marshall Islands flag with the
name “STAR EPSILON”;

     

    “Event
of Default” means any of the events or circumstances described in Clause
18.1;

     

    “Fee
Letter” means a letter or letters issued or to be issued by the Borrower
to the Agent in which the Borrower agrees to pay certain fees to the Agent in
connection with this Agreement;

     

    “Finance
Documents” means:

     

    
      	
               
      

            	
              (a)

            	
              this
      Agreement;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Intercreditor Deed;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Master Agreement;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      Master Agreement Assignment; 

            


    

     

    
      	 	(e)	the
      Agency and Trust Deed;


    

     

    
      	
               
      

            	
              (f)

            	
              the
      Guarantees;

            


    

     

    
      	
               
      

            	
              (g)

            	
              the
      Mortgages;

            


    

     

    
      	
               
      

            	
              (h)

            	
              the
      General Assignments;

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Account Pledges;

            


    

     

    
      	
               
      

            	
              (j)

            	
              the
      Charterparty Assignments; 

            


    

     

    
      	 	(k)	the
      Manager’s Undertakings; and


    

     

    
      	
               
      

            	
              (l)

            	
              any
      other document (whether creating a Security Interest or not) which is
      executed at any time by the Borrower, any Owner or any other person as
      security for, or to establish any form of subordination or priorities
      arrangement in relation to, any amount payable to the Lenders and/or the
      Swap Banks under this Agreement or any of the documents referred to in
      this definition;

            


    

     

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

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
              (a)

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

            
	 	 	 


    

    
      	
               
      

            	
              (b)

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

            
	 	 	 


    

    
      	
               
      

            	
              (c)

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

            
	 	 	 


    

    
      	
               
      

            	
              (d)

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

            
	 	 	 


    

    
      	
               
      

            	
              (e)

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

            
	 	 	 


    

    
      	
               
      

            	
              (f)

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

            


    

     

    “First
Swap Bank” means Piraeus Bank A.E. acting through its office at 47-49
Akti Miaouli, 185
36 Piraeus, Greece;

     

    “Fleet
Vessels” means, together, all of the vessels (including, but not limited
to, the Ships) from time to time owned by members of the Group and, in the
singular, means any of them;

     

    “Future
Charterparty” means, in relation to each Ship, any time charterparty,
consecutive voyage charter or contract of affreightment in respect of such Ship
(other than any Initial Charterparty) of a duration (or capable of being or
exceeding a duration) of 11 months or more and any guarantee of such
charter or other contract of employment in respect of such Ship to be entered
into by the Owner of such Ship and a charterer approved by the Agent in form and
substance satisfactory to the Agent (in each case, acting upon the instructions
of the Majority Lenders);

     

    “GAAP”
means generally accepted accounting principles as from time to time in
effect in the United States of America;

     

    “GAMMA”
means the 2002-built Supramax bulk carrier of 53,098 metric deadweight
tons registered in the ownership of Star G under the relevant Approved Flag with
the name “STAR GAMMA”;

     

    “General
Assignment” means:

     

    
      	
               
      

            	
              (a)

            	
              in
      relation to each Collateral Ship and “SINFONIA”, a first priority general
      assignment; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              in
      relation to each Additional Ship, a second priority general
      assignment,

            


    

     

    in each
case, of the Earnings, the Insurances and any Requisition Compensation of that
Ship in such form as the Lenders may approve or require and, in plural, means
all of them;

     

    “Group”
means the Borrower and its subsidiaries (whether direct or indirect and
including, but not limited to, the Owners) from time to time during the Security
Period and “member
of the Group” shall be construed accordingly;

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

     

    “Guarantee”
means, in relation to each Owner, the guarantee executed or to be
executed by each Owner in favour of the Security Trustee guaranteeing the
obligations of the Borrower under this Agreement and the other Finance Documents
in such form as the Lenders shall approve or require and, in the plural, means
all of them;

     

    “IACS”
means the International Association of Classification
Societies;

     

    “Initial
Charterparty” means, in relation to each Ship, the time charterparty in
relation to that Ship as more particularly described in Schedule 2 to be in form
and substance satisfactory to the Agent (acting upon the instructions of the
Majority Lenders) and, in the plural, means all of
them;

     

    “Insurances”
means, in relation to each Ship:

     

    
      	
               
      

            	
              (a)

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

            


    

     

    
      	
               
      

            	
              (b)

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

            


    

     

    “Intercreditor
Deed” means the deed to be entered between (i) the Borrower, (ii)
Commerzbank as first mortgagee and (iii) the Agent as second mortgagee in such
form as the Lenders may approve or require;

     

    “Interest
Coverage Ratio” means, in relation to a Compliance Date or an accounting
period, the ratio of (a) EBITDA for the most recent financial period of the
Group ending on the Compliance Date to (b) the Net Interest Expenses for that
financial period (calculated on a trailing 12-months
basis);

     

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

     

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

     

    
      	
               
      

            	
              (a)

            	
              ‘The
      International Management Code for the Safe Operation of Ships and for
      Pollution Prevention’, currently known or referred to as the ‘ISM Code’,
      adopted by the Assembly of the International Maritime
      Organisation 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 Organisation 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 Organisations 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, in relation to each
Ship:

     

    
      	
               
      

            	
              (a)

            	
              the
      document of compliance (DOC) and safety management certificate (SMC)
      issued pursuant to the ISM Code in relation to that Ship within the
      periods specified by the ISM Code;
and

            


    

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
              (b)

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

            


    

     

    
      	
               
      

            	
              (c)

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

            


    

     

    “ISM
SMS”
means, in relation to each Ship, the safety management system for that Ship
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”) now set out in Chapter XI-2 of the Safety of Life at Sea
Convention (SOLAS) 1974 (as amended) and the mandatory ISPS Code as adopted by a
Diplomatic Conference of the IMO on Maritime Security in December 2002 and
includes any amendments or extensions to it and any regulation issued pursuant
to it but shall only apply insofar as it is applicable law in the relevant
Ship’s flag state and any jurisdiction on which such Ship is
operated;

     

    “ISPS
Code Documentation” includes:

     

    
      	
               
      

            	
              (a)

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

            


    

     

    
      	
               
      

            	
              (b)

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

            


    

     

    “ISSC”
means a valid and current International Ship Security Certificate issued under
the ISPS Code;

     

    “Lender”
means, subject to Clause 26.6:

     

    
      	
               
      

            	
              (a)

            	
              a
      bank or financial institution listed in Schedule 1 and acting through its
      branch indicated in Schedule 1 (or through another branch notified to the
      Borrower under Clause 26.14) unless it has delivered a Transfer
      Certificate or Certificates covering the entire amounts of its Commitment
      and its Contribution; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      holder for the time being of a Transfer
  Certificate;

            


    

     

    “Leverage
Ratio” means, at any relevant time, the ratio
of

     

    
      	
               
      

            	
              (a)

            	
              the
      Total Liabilities (less all Liquid Funds;
and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Market Value Adjusted Total Assets (including, without limitation, the
      Ships)

            


    

     

    “LIBOR”
means, for an Interest Period:

     

    
      	
               
      

            	
              (a)

            	
              the
      rate per annum equal to the offered quotation for deposits in Dollars for
      a period equal to, or as near as possible equal to, the relevant Interest
      Period which appears on REUTERS BBA Page LIBOR 01 at or about 11:00 a.m.
      (London time) on the second Business Day prior to the commencement of that
      Interest Period (and, for the purposes of this Agreement, “REUTERS BBA
      Page LIBOR 01” means the display designated as “REUTERS BBA Page LIBOR 01”
      on the Reuters Money News Services or such other page as may replace
      REUTERS BBA Page LIBOR 01 on that service for the purpose of displaying
      rates comparable to that rate or on such other service as may be nominated
      by the British Bankers’ Association for the purpose of displaying British
      Bankers’ Association Interest Settlement Rates for Dollars);
      or

            


    

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
              (b)

            	
              if
      no rate is quoted on REUTERS BBA Page LIBOR 01, the rate per annum
      determined by the Agent to be the arithmetic mean of the rates per annum
      notified to the Agent by each Lender to be the rate per annum at which
      deposits in Dollars are offered to that Lender by leading banks in the
      London Interbank Market at that Lender’s request of or about 11.00 a.m.
      (London time) on the Quotation Date for that Interest Period for a period
      equal to that Interest Period and for delivery on the first Business Day
      of it;

            


    

     

    “Liquid
Funds” means, in respect of the relevant period, the aggregate of cash in
hand held by members of the Group with banks or other financial institutions of
at least investment grade rating which is free of any Security
Interest;

     

    “Loan”
means the principal amount for the time being outstanding under this
Agreement;

     

    “Major
Casualty” means, in relation to each Ship, any casualty to that Ship in
respect of which the claim or the aggregate of the claims against all insurers,
before adjustment for any relevant franchise or deductible, exceeds $250,000 or
the equivalent in any other currency;

     

    “Majority
Lenders” means:

     

    
      	
               
      

            	
              (a)

            	
              before
      a Tranche has been advanced, Lenders whose Commitments total at least 66
      2/3 per cent. of the Total Commitments;
and

            


    

     

    
      	
               
      

            	
              (b)

            	
              after
      a Tranche has been advanced, Lenders whose Contributions total 66 2/3 per
      cent. of the Loan;

            


    

     

    “Manager’s
Undertaking” means, in relation to each Ship,

     

    
      	
               
      

            	
              (a)

            	
              in relation to each
      Collateral Ship and “SINFONIA”, a first priority letter of undertaking;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              in
      relation to each Additional Ship, a second priority letter of
      undertaking,

            


    

     

    including
(inter alia) an assignment of the Approved Manager’s interests in the Insurances
executed or to be executed by each Approved Manager in favour of the Security
Trustee in such form as the Lenders may approve or require agreeing certain
matters in relation to the management of that Ship and subordinating the rights
of that Approved Manager against that Ship and the Owner thereof to the rights
of the Creditor Parties under the Finance Documents and, in the plural, means
all of them;

     

    “Management
Agreement” means, in relation to each Ship, an agreement made or to be
made between the Owner of that Ship and each Approved Manager in respect of the
commercial and/or technical management of the Ship to be in form and substance
in every respect satisfactory to the Agent (acting upon the instructions of the
Majority Lenders) and, in the plural, means all of
them;

     

    “Margin”
means 1.30 per cent. per annum; 

     

    “Margin
Review Date” means 30 September 2011;

     

    “Market
Value” means, in relation to each Ship and each Fleet Vessel, the market
value thereof calculated in accordance with Clause
15.4;

     

    “Market
Value Adjusted Total Assets” means, at any time, Total Assets adjusted to
reflect the difference between the book values of all Fleet Vessels and the
aggregate Market Value of all Fleet Vessels and
lease transactions relating to any Fleet
Vessels

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

     

    “Master
Agreement” means, in relation to each Swap Bank, the master agreement (on
the 1992 or 2002 ISDA (Multicurrency-Crossborder) form) to be made between the
Borrower and that Swap Bank and includes all Designated Transactions from time
to time entered into and Confirmations from time to time exchanged under each
master agreement and, in the plural, means both of
them;

     

    “Master
Agreement Assignment” means, in relation to each Master Agreement, the
assignment of that Master Agreement and each Designated Transaction executed or
to be executed by the Borrower in favour of the Security Trustee in such form as
the Lenders may approve or require and, in the plural, means both of
them;

     

    “MOA”
means the memorandum of agreement dated 22 January 2008 as amended and
supplemented by addendum No. 1 dated 15 February 2008, each entered into between
the Seller and Star L in respect of the sale of
“SINFONIA”;

     

    “Mortgage”
means:

     

    
      	
               
      

            	
              (a)

            	
              in
      relation to each Collateral Ship and “SINFONIA”, a first priority or, as
      the case may be, preferred mortgage on such Ship;
  and

            


    

     

    
      	
               
      

            	
              (b)

            	
              in
      relation to each Additional Ship, a second priority or, as the case may be
      preferred mortgage on such Ship,

            


    

     

    in each
case under the relevant Approved Flag, each in such form as the Lenders may
approve or require and, in plural, means all of them;

     

    “Mortgaged
Ship” means a Ship which is subject to a Mortgage at any relevant time
and, in the plural, means all of them;

     

    “Negotiation
Period” has the meaning given in Clause
5.8;

     

    “Net
Interest Expenses” means, as of any Compliance Date, the aggregate of all
interest, commitment and other fees, commissions, discounts and other costs,
charges or expenses accruing due from all the members of the Group during that
accounting period less interest income received, determined on a consolidated
basis in accordance with generally accepted accounting principles and as shown
in the Accounting Information;

     

    “Notifying
Lender” has the meaning given in Clause 23.1 or 24.1 as the context
requires;

     

    “OMICRON”
means the 2005-built Supramax geared bulk carrier of 53,489 metric
deadweight tons registered in the ownership of Star O
under the Marshall Islands flag with the name “STAR
OMICRON”;

     

    “Owner”
means each of the Additional Owners and the Collateral Owners and in the
plural, means all
of them;

     

    “Payment
Currency” has the meaning given in Clause
21.5;

     

    “Permitted
Security Interests” means:

     

    
      	
               
      

            	
              (a)

            	
              Security
      Interests created by the Finance
Documents;

            


    

     

    
      	
               
      

            	
              (b)

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

            


    

     

    
      	
               
      

            	
              (c)

            	
              liens
      for salvage;

            


    

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
              (d)

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

            


    

     

    
      	
               
      

            	
              (e)

            	
              liens
      for master’s disbursements incurred in the ordinary course of trading and
      any other lien arising by operation of law or otherwise in the ordinary
      course of the operation, repair or maintenance of a Ship, provided such
      liens do not secure amounts more than 30 days overdue (unless the overdue
      amount is being contested by the relevant Owner in good faith by
      appropriate steps) and subject, in the case of liens for repair or
      maintenance, to Clause 14.12(h);

            


    

     

    
      	
               
      

            	
              (f)

            	
              any
      Security Interest created in favour of a plaintiff or defendant in any
      action of the court or tribunal before whom such action is brought as
      security for costs and expenses where the relevant Owner is prosecuting or
      defending such action in good faith by appropriate steps;
    and

            


    

     

    
      	
               
      

            	
              (g)

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

            


    

     

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

     

    
      	
               
      

            	
              (a)

            	
              England
      and Wales;

            


    

     

    
      	
               
      

            	
              (b)

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

            


    

     

    
      	
               
      

            	
              (c)

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

            


    

     

    
      	
               
      

            	
              (d)

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

            


    

     

    
      	
               
      

            	
              (e)

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

            


    

     

    
      	
               
      

            	
              (f)

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

            


    

     

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

     

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

     

    “Relevant
Person” has the meaning given in Clause
19.9;

     

    “Repayment
Date” means a date on which a repayment is required to be made under
Clause 8;

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

     

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

     

    “Second
Account Pledge” means, in relation to each earnings account opened under
the Commerzbank Loan Agreement, a second priority deed of pledge creating
security in respect of that account, each executed by the relevant Additional
Owner in favour of the Lenders, in such form as the Lenders may approve or
require and in the plural means all of them;

     

    “Second
Swap Bank” means HSH Nordbank AG acting through its office at Martensdamm
6, D-24103 Kiel, Federal Republic of Germany;

     

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

     

    “Security
Cover Percentage” means, at any relevant time, the aggregate of the
amounts referred in paragraphs (a) and (b) of Clause 15.1 expressed as a
percentage of the aggregate of the Loan and the Swap Exposure (if any exists at
the relevant time);

     

    “Security
Interest” means:

     

    
      	
               
      

            	
              (a)

            	
              a
      mortgage, charge (whether fixed or floating) or pledge, any maritime or
      other lien or any other security interest of any
  kind;

            


    

     

    
      	
               
      

            	
              (b)

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

            


    

     

    
      	
               
      

            	
              (c)

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

            


    

     

    “Security
Party” means each Owner, the
Approved Manager and any other person (except a Creditor Party or a party
which is not a member of the Group or is not controlled (either directly or
indirectly) by the Borrower) who, as a surety or mortgagor, as a party to any
subordination or priorities arrangement, or in any similar capacity, executes a
document falling within the final paragraph of the definition of “Finance
Documents”;

     

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

     

    
      	
               
      

            	
              (a)

            	
              all
      amounts which have become due for payment by the Borrower or any Security
      Party under the Finance Documents have been
  paid;

            


    

     

    
      	
               
      

            	
              (b)

            	
              no
      amount is owing or has accrued (without yet having become due for payment)
      under any Finance Document;

            


    

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
              (c)

            	
              neither
      the Borrower nor any Security Party has any future or contingent liability
      under Clause 20, 21 or 22 below or any other provision of this Agreement
      or another Finance Document; and

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      Agent, the Security Trustee and the Majority Lenders do not consider that
      there is a significant risk that any payment or transaction under a
      Finance Document would be set aside, or would have to be reversed or
      adjusted, in any present or possible future bankruptcy of the Borrower or
      a Security Party or in any present or possible future proceeding relating
      to a Finance Document or any asset covered (or previously covered) by a
      Security Interest created by a Finance
Document;

            


    

     

    “Security
Trustee” means Piraeus Bank A.E. and any of its successors including,
without limitation, any successor appointed under clause 5 of the Agency and
Trust Deed;

     

    “Seller”
means Sun God Navigation S.A., a company incorporated in
Panama;

     

    “Ships”
means, together, the Additional Ships, the Collateral Ships and
“SINFONIA” and, in the singular, means any of them;

     

    “SINFONIA”
means the 1991-built Capesize bulk carrier of 184,400 deadweight tons
registered in the name of Star L under the Marshall Islands flag with the name
“SINFONIA” and which will be re-named “STAR SIGMA”;

     

    “Star
B” means Star Beta LLC, a limited liability company formed in the
Republic of the Marshall Islands whose registered office is at Trust Company
Complex, Ajeltake Road, Ajeltake Island, Majuro, The Marshall Islands MH
96960;

     

    “Star
D” means Star Delta LLC, a limited liability company formed in the
Republic of the Marshall Islands whose registered office is at Trust Company
Complex, Ajeltake Road, Ajeltake Island, Majuro, The Marshall Islands MH
96960;

     

    “Star
G” means Star Gamma LLC, a limited liability company formed in the
Republic of the Marshall Islands whose registered office is at Trust Company
Complex, Ajeltake Road, Ajeltake Island, Majuro, The Marshall Islands MH
96960;

     

    “Star
E” means Star Epsilon LLC, a limited liability company formed in the
Republic of the Marshall Islands whose registered office is at Trust Company
Complex, Ajeltake Road, Ajeltake Island, Majuro, The Marshall Islands MH
96960;

     

    “Star
L” means Lamda LLC, a limited liability company formed in the Republic of
the Marshall Islands whose registered office is at Trust Company Complex,
Ajeltake Road, Ajeltake Island, Majuro, The Marshall Islands MH
96960;

     

    “Star
O” means Star Omicron LLC, a limited liability company incorporated in
the Republic of the Marshall Islands whose registered office is at Trust Company
Complex, Ajeltake Road, Ajeltake Island, Majuro, The Marshall Islands MH
96960;

     

    “Star
T” means Star Theta LLC, a limited liability company incorporated in the
Republic of the Marshall Islands whose registered office is at Trust Company
Complex, Ajeltake Road, Ajeltake Island, Majuro, The Marshall Islands MH
96960;

     

    “Star
Z” means Star Zeta LLC, a limited liability company incorporated in the
Republic of the Marshall Islands whose registered office is at Trust Company
Complex, Ajeltake Road, Ajeltake Island, Majuro, The Marshall Islands MH
96960;

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

     

    “Swap
Bank” means each of the First Swap Bank and the Second Swap Bank and, in
the plural, means both of them;

     

    “Swap
Exposure” means, as at any relevant date, the aggregate amount certified
by each Swap Bank to be the aggregate net amount in Dollars which would be
payable by the Borrower to the Agent under (and calculated in accordance with)
section 6(e) (Payments on Early Termination) of the relevant Master Agreement if
an Early Termination Date had occurred on the relevant date in relation to all
continuing Designated Transactions entered into between the Borrower and the
relevant Swap Bank under that Master Agreement;

     

    “THETA”
means the 2003-built Supramax bulk carrier of 52,425 metric deadweight
tons registered in the ownership of Star T under the Marshall Islands flag with
the name “STAR THETA”;

     

    “Total
Assets” means, as of any Compliance Date, the aggregate value of all
assets of the Group included in the most recent Accounting Information as
“current assets” and the value of all investments (valued in accordance with
GAAP) and all other tangible and intangible assets of the Group properly
included in the most recent Accounting Information as “fixed assets” in
accordance with GAAP;

     

    “Total
Liabilities” means, as of any Compliance Date, the total liabilities of
the Group as at that Compliance Date as shown in the most recent Accounting
Information delivered by the Borrower pursuant to Clause
11.6;

     

    “Total
Loss” means in relation to each Ship:

     

    
      	
               
      

            	
              (a)

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

            


    

     

    
      	
               
      

            	
              (b)

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

            


    

     

    
      	
               
      

            	
              (c)

            	
              any condemnation of
      that Ship by any tribunal or by any person or person claiming
      to be a tribunal;

            


    

    
    

     

    
      	
               
      

            	
              (d)

            	
              any arrest, capture,
      seizure or detention of that Ship (including any hijacking or theft)
      unless she is within 30 days redelivered to the full control the relevant
      Owner;

            


    

     

    “Total
Loss Date” means:

     

    
      	
               
      

            	
              (a)

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

            


    

     

    
      	
               
      

            	
              (b)

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

            


    

     

    
      	
               
      

            	
              (i)

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

            


    

     

    
      	
               
      

            	
              (ii)

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

            


    

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
              (c)

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

            


    

     

    “Tranche”
means each of Tranche A, Tranche B, Tranche C and Tranche D
and, in the plural, means all of them;

     

    “Tranche
A” means an amount of up to $65,000,000 to be made available in
accordance with the applicable provisions of this Agreement and which is to be
applied in part-financing the Contract Price of
“SINFONIA”;

     

    “Tranche
B” means an amount of up to $28,500,000 to be made available in
accordance with the applicable provisions of this Agreement and which is to be
applied in providing the Borrower with liquidity for the acquisition of
“OMICRON”;

     

    “Tranche
C” means an amount of up to $19,000,000 to be made available in
accordance with the applicable provisions of this Agreement and which is to be
applied in refinancing the Borrower’s equity remitted by the Borrower to
Dampskibsselskabet Norden A/S in respect of the acquisition of
“OMICRON”;

     

    “Tranche
D” means an amount of up to $50,000,000 to be made available in
accordance with the applicable provisions of this Agreement and which is to be
applied in providing the Borrower with liquidity for its general corporate
purposes;

     

    “Transaction”
has the meaning given in each Master Agreement;


     

    “Transfer
Certificate” has the meaning given in Clause
26.2;

     

    “Trust
Property” has the meaning given in clause 3.1 of the Agency and Trust
Deed; and

     

    “ZETA”
means the 2003-built Supramax bulk carrier of 52,994 metric deadweight
tons registered in the ownership of Star G under the Marshall Islands flag with
the name “STAR ZETA”;

     

    
      	
              1.4

            	
              Construction
      of certain terms. In this
  Agreement:

            


    

     

    “approved”
means, for the purposes of Clause 13, approved in writing by the
Agent;

     

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

     

    “company”
includes any partnership, joint venture and unincorporated
association;

     

    “consent”
includes an authorisation, consent, approval, resolution, licence,
exemption, filing, registration, notarisation and
legalisation;

     

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

     

    “document”
includes a deed; also a letter, fax or telex;

     

    “excess
risks” means the proportion of claims for general average, salvage and
salvage charges not recoverable under the hull and machinery policies in respect
of any Ship in consequence of her insured value being less than the value at
which that Ship is assessed for the purpose of such
claims;

     

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

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

     

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

     

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

     

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

     

    “months”
shall be construed in accordance with Clause
1.5;

     

    “obligatory
insurances” means all insurances effected, or which the Borrower is
obliged to effect, under Clause 13 below or any other provision of this
Agreement or another Finance Document;

     

    “parent
company” has the meaning given in Clause 1.6;

     

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

     

    “policy”,
in relation to any insurance, includes a slip, cover note, certificate of
entry or other document evidencing the contract of insurance or its
terms;

     

    “protection
and indemnity risks” means the usual risks covered by a protection and
indemnity association managed in London, including pollution risks and the
proportion (if any) of any sums payable to any other person or persons in case
of collision which are not recoverable under the hull and machinery policies by
reason of the incorporation therein of clause I of the Institute Time Clauses
(Hulls) (1/10/83) or clause 8 of the Institute Time Clauses (Hulls) (1/11/1995)
or the Institute Amended Running Down Clause (1/10/71) or any equivalent
provision;

     

    “regulation”
includes any regulation, rule, official directive, request or guideline
(either having the force of law or compliance with which is reasonable in the
ordinary course of business of the party concerned) of any governmental,
intergovernmental or supranational body, agency, department or regulatory,
self-regulatory or other authority or organisation;

     

    “subsidiary”
has the meaning given in Clause 1.6;

     

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

     

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

     

    “war
risks” means the risks according to Institute War and Strike Clauses
(Hull Time) (1/10/83) or (1/11/95), or equivalent conditions, including, but not
limited to risk of mines, blocking and trapping, missing vessel, confiscation,
vandalism, sabotage and malicious mischief and all risks excluded from the
standard form of English or other marine policy.

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

     

    
      	
              1.5

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

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

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

            


    

     

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

     

    
      	
              1.6

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

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

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

            


    

     

    
      	
              (c)

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

            


    

     

    
      	
              (d)

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

            


    

     

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

     

    
      	
              1.7

            	
              General
      Interpretation.

            


    

     

    
      	
              (a)

            	
              In
      this Agreement:

            


    

     

    
      	
               
      

            	
              (i)

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

            


    

     

    
      	
               
      

            	
              (ii)

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

            


    

     

    
      	
               
      

            	
              (iii)

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

            


    

     

    
      	
              (b)

            	
              Clauses
      1.3 to 1.6 and paragraph (a) of this Clause 1.7 apply unless the contrary
      intention appears.

            


    

     

    
      	
              (c)

            	
              References
      in Clause 1.3 to a document being in a particular form include references
      to that form with any modifications to that form which the Agent (with the
      authorisation of the Majority Lenders in the case of substantial
      modifications) approves or reasonably
requires.

            


    

     

    
      	
              (d)

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

            


    

     

    
      	
              2

            	
              FACILITY

            


    

     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

     

    
      	
              2.1

            	
              Amount
      of facility. Subject to the other provisions of this Agreement, the
      Lenders shall make available to the Borrower a term loan facility not
      exceeding, originally, $170,000,000 which the parties have agreed to
      reduce, on the date of the Amending and Restating Agreement, to an amount
      not exceeding the lesser of (a) $150,000,000 (including the amount
      outstanding by way of principal under this Agreement on the date of the
      Amending and Restating Agreement, being $81,000,000) and (b) 60 per cent.
      of the aggregate Market Values of the Collateral Ships and “SINFONIA”. The
      facility shall be made available in four Tranches, Tranche A, Tranche B,
      Tranche C and Tranche
D.

            


    

     

    
      	
              2.2

            	
              Lenders’
      participations in Loan. Subject to the other provisions of this
      Agreement, each Lender shall participate in each Tranche in the proportion
      which, as at the relevant Drawdown Date, its Commitment bears to the Total
      Commitments.

            


    

     

    
      	
              2.3

            	
              Purpose
      of Loan. The Borrower undertakes with each Creditor Party to use
      each Tranche only for the purpose stated in the preamble to this Agreement
      and Clause
2.1.

            


    

     

    
      	
              3

            	
              POSITION
      OF THE LENDERS, THE SWAP BANKS AND THE MAJORITY LENDERS

            


    

     

    
      	
              3.1

            	
              Interests
      of Lenders and Swap Bank several. The rights of the Lenders and
      each Swap Bank under this Agreement and the Master Agreement are several;
      accordingly (a) each Lender shall be entitled to sue for any amount which
      has become due and payable by the Borrower to it under this Agreement; and
      (b) each Swap Bank shall be entitled to sue for any amount which has
      become due and payable by the Borrower to it under the relevant Master
      Agreement without joining the Agent, the Security Trustee or any other
      Lender or the other Swap Bank as additional parties in the
      proceedings.

            


    

     

    
      	
              3.2

            	
              Proceedings
      by individual Lender or Swap Bank. However, without the prior
      consent of the Majority Lenders, neither a Lender nor a Swap Bank may
      bring proceedings in respect
  of:

            


    

     

    
      	
              (a)

            	
              any
      other liability or obligation of the Borrower or a Security Party under or
      connected with a Finance Document or the Master Agreement;
    or

            


    

     

    
      	
              (b)

            	
              any
      misrepresentation or breach of warranty by the Borrower or a Security
      Party in or connected with a Finance Document or the Master
      Agreement.

            


    

     

    
      	
              3.3

            	
              Obligations
      several. The obligations of the Lenders under this Agreement and of
      each Swap Bank under the Master Agreement to which it is a party are
      several; and a failure of a Lender to perform its obligations under this
      Agreement or of either Swap Bank to perform its obligations under the
      Master Agreement to which it is a party shall not result
      in:

            


    

     

    
      	
              (a)

            	
              the
      obligations of the other Lenders being increased;
  nor

            


    

     

    
      	
              (b)

            	
              the
      Borrower, any Security Party or any other Creditor Party being discharged
      (in whole or in part) from its obligations under any Finance
      Document;

            


    

     

    and in no
circumstances shall a Lender have any responsibility for a failure of another
Lender or either Swap Bank to perform its obligations under this Agreement and
the Master Agreement to which it is a party.

     

    
      	
              3.4

            	
              Parties
      bound by certain actions of Majority Lenders. Every Lender, each
      Swap Bank, the Borrower and each Security Party shall be bound
      by:

            


    

     

    
      	
              (a)

            	
              any
      determination made, or action taken, by the Majority Lenders under any
      provision of a Finance Document;

            


    

     

    
      	
              (b)

            	
              any
      instruction or authorisation given by the Majority Lenders to the Agent or
      the Security Trustee under or in connection with any Finance
      Document;

            


    

     

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (c)

            	
              any
      action taken (or in good faith purportedly taken) by the Agent or the
      Security Trustee in accordance with such an instruction or
      authorisation.

            


    

     

    
      	
              3.5

            	
              Reliance on
      action of Agent. However, the Borrower and each Security
      Party:

            


    

     

    
      	
              (a)

            	
              shall
      be entitled to assume that the Majority Lenders have duly given any
      instruction or authorisation which, under any provision of a Finance
      Document, is required in relation to any action which the Agent has taken
      or is about to take; and

            


    

     

    
      	
              (b)

            	
              shall
      not be entitled to require any evidence that such an instruction or
      authorisation has been given.

            


    

     

    
      	
              3.6

            	
              Construction.
      In Clauses 3.4 and 3.5 references to action taken include (without
      limitation) the granting of any waiver or consent, an approval of any
      document and an agreement to any
  matter.

            


    

     

    
      	
              4

            	
              DRAWDOWN

            


    

     

    
      	
              4.1

            	
              Request
      for Tranche. Subject to the following conditions, the Borrower may
      request a Tranche to be made by ensuring that the Agent receives a
      completed Drawdown Notice not later than 11.00 a.m. (Piraeus time) 3
      Business Days prior to the intended Drawdown
      Date.

            


    

     

    
      	
              4.2

            	
              Availability.
      The conditions referred to in Clause 4.1 are
      that:

            


    

     

    
      	
              (a)

            	
              a
      Drawdown Date has to be a Business Day during the Availability
      Period;

            


    

     

    
      	
              (b)

            	
              the
      amount of each Tranche shall not
exceed:

            


    

     

    
      	
               
      

            	
              (i)

            	
              in
      the case of Tranche A, an amount equal to the lesser of (i) $65,000,000
      and (ii) 77.63 per cent. of the Contract Price of “SINFONIA” which shall
      be made available in a single advance to the Borrower for the purpose of
      financing part of the Contract Price of that Ship payable by Star L to the
      Seller pursuant to the MOA;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              in
      the case of Tranche B, an amount of $28,500,000 which shall be made
      available in a single advance to the Borrower for the purpose of providing
      the Borrower with liquidity for financing part of the acquisition cost of
      “OMICRON”;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              in
      the case of Tranche C, an amount of $19,000,000 which shall be made
      available in a single advance to the Borrower for the purpose of
      refinancing the Borrower’s equity remitted by the Borrower to
      Dampskibsselskabet Norden A/S in respect of the acquisition of “OMICRON”;
      and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              in the case of
      Tranche D, an amount of $50,000,000 which shall be made available
      to the Borrower for the purpose of providing the Borrower with liquidity
      for its general corporate purposes;
    and

            


    

     

    
      	
              (c)

            	
              the
      aggregate of the Tranches shall not exceed the Total
      Commitments.

            


    

     

    
      	
              4.3

            	
              Notification
      to Lenders of receipt of a Drawdown Notice. The Agent shall
      promptly notify the Lenders that it has received a Drawdown Notice in
      respect of a Tranche and shall inform each Lender
      of:

            


    

     

    
      	
              (a)

            	
              the
      amount of the Tranche and the Drawdown
Date;

            


    

     

    
      	
              (b)

            	
              the
      amount of that Lender’s participation in the Tranche;
  and

            


    

     

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (c)

            	
              the
      duration of the first Interest Period applicable to that
      Tranche.

            


    

     

    
      	
              4.4

            	
              Drawdown
      Notice irrevocable. A Drawdown Notice must be signed by an
      authorized signatory or a director of the Borrower; and once served, a
      Drawdown Notice cannot be revoked without the prior consent of the Agent,
      acting on the authority of the Majority
    Lenders.

            


    

     

    
      	
              4.5

            	
              Lenders
      to make available Contributions. Subject to the provisions of this
      Agreement, each Lender shall, on and with value on each Drawdown Date,
      make available to the Agent for the account of the Borrower the amount due
      from that Lender on that Drawdown Date under Clause
      2.1.

            


    

     

    
      	
              4.6

            	
              Disbursement
      of Tranche. Subject to the provisions of this Agreement, the Agent
      shall on each Drawdown Date pay to the Borrower the amounts which the
      Agent receives from the Lenders under Clause 4.5; and that payment to the
      Borrower shall be
made:

            


    

     

    
      	
              (a)

            	
              to
      the account which the Borrower specifies in the relevant Drawdown Notice;
      and

            


    

     

    
      	
              (b)

            	
              in
      the like funds as the Agent received the payments from the
      Lenders.

            


    

     

    
      	
              4.7

            	
              Disbursement of Tranche to third party.
      The payment by the Agent under Clause 4.6 to a third party specified in
      the relevant Drawdown Notice shall constitute the making of the Tranche,
      or any part thereof, and the Borrower shall thereupon become indebted, as
      principal and direct obligor, to each Lender in an amount equal to that
      Lender’s Contribution.

            


    

     

    
      	
              5

            	
              INTEREST

            


    

     

    
      	
              5.1

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

            


    

     

    
      	
              5.2

            	
              Normal
      rate of interest. Subject to the provisions of this Agreement, the
      rate of interest on the Loan and each part thereof in respect of an
      Interest Period shall be the aggregate of (i) the applicable Margin and
      (ii) LIBOR.

            


    

     

    
      	
              5.3

            	
              Payment
      of accrued interest.  In
      the case of an Interest Period longer than 3 months, accrued
      interest shall be paid every 3 months during that Interest Period and on
      the last day of that Interest
  Period.

            


    

     

    
      	
              5.4

            	
              Notification of Interest Periods and rates of
      normal interest. The Agent shall notify the Borrower and each
      Lender of:

            


    

     

    
      	
              (a)

            	
              each
      rate of interest; and

            


    

     

    
      	
              (b)

            	
              the
      duration of each Interest Period;

            


    

     

    in each
case as soon as reasonably practicable after each is determined.

     

    
      	
              5.5

            	
              Market
      disruption. The following provisions of this Clause 5 apply
      if:

            


    

     

    
      	
              (a)

            	
              at
      least one Business Day before the start of an Interest Period, Lenders
      having Contributions together in an amount equal to or more than 30 per
      cent. of the Loan (or, if a Tranche has not been advanced, Commitments
      amounting to more than 30 per cent. 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 Contributions (or any part of
      them) during the Interest Period in the London Interbank Dollar Market at
      or about 11.00 a.m. (London time) on the second Business Day before the
      commencement of the Interest Period;
or

            


    

     

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (b)

            	
              at
      least one Business Day before the start of an Interest Period, the Agent
      is notified by a Lender (the “Affected
      Lender”) that for any reason it is unable to obtain Dollars in the
      London Interbank Market in order to fund its Contribution (or any part of
      it) during the Interest Period.

            


    

     

    
      	
              5.6

            	
              Notification
      of market disruption. The Agent shall promptly notify the Borrower
      and each of the Lenders stating the circumstances falling within Clause
      5.5 which have caused its notice to be
  given.

            


    

     

    
      	
              5.7

            	
              Suspension
      of drawdown. If the Agent’s notice under Clause 5.6 is served
      before a Tranche is
advanced:

            


    

     

    
      	
              (a)

            	
              in
      a case falling within paragraph (a) of Clause 5.5, the Lenders’
      obligations to advance the relevant
Tranche;

            


    

     

    
      	
              (b)

            	
              in
      a case falling within paragraph (b) of Clause 5.5, the Affected Lender’s
      obligation to participate in the relevant
  Tranche;

            


    

     

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

     

    
      	
              5.8

            	
              Negotiation
      of alternative rate of interest. If the Agent’s notice under Clause
      5.6 is served after a Tranche has been advanced, the Borrower, the Agent
      and the Lenders or (as the case may be) the Affected Lender shall use
      reasonable endeavours to agree, within the 30 days after the date on which
      the Agent serves its notice under Clause 5.6 (the “Negotiation
      Period”), an alternative interest rate or (as the case may be) an
      alternative basis for the Lenders or (as the case may be) the Affected
      Lender to fund or continue to fund their or its Contribution to the
      relevant Tranche or Tranches during the Interest Period
      concerned.

            


    

     

    
      	
              5.9

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

            


    

     

    
      	
              5.10

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

            


    

     

    
      	
              5.11

            	
              Notice
      of prepayment. If the Borrower does not agree with an interest rate
      set by the Agent under Clause 5.10, the Borrower may give the Agent not
      less than 15 Business Days’ notice of its intention to prepay the relevant
      Tranche or Tranches at the end of the interest period set by the
      Agent.

            


    

     

    
      	
              5.12

            	
              Prepayment;
      termination of Commitments. A notice under Clause 5.11 shall be
      irrevocable; the Agent shall promptly notify the Lenders or (as the case
      may require) the Affected Lender of the Borrower’s notice of intended
      prepayment; and:

            


    

     

    
      	
              (a)

            	
              on
      the date on which the Agent serves that notice, the Total Commitments or
      (as the case may require) the Commitment of the Affected Lender shall be
      cancelled; and

            


    

     

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (b)

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

            


    

     

    
      	
              5.13

            	
              Application
      of prepayment. The provisions of Clause 8 shall apply in relation
      to the prepayment.

            


    

     

    
      	
              5.14

            	
              Review
      of Margin. The Agent (acting upon the instructions of all the
      Lenders) and the Borrower each acknowledge and agree that they shall
      renegotiate the Margin in good faith, with such negotiations commencing
      approximately 60 to 30 days prior to the Margin Review Date with the
      intention that a revised Margin be agreed no later than 2 Business Days
      prior to the Margin Review Date Provided
      that such revised Margin shall not be less than 1.25 per cent per
      annum. If the Agent and the Borrower shall agree a revised Margin, such
      Margin shall apply as from the Margin Review Date in substitution of the
      initial Margin. If the Agent and the Borrower are unable to agree a
      revised Margin by the date falling 2 Business Days prior to the Margin
      Review Date, the provisions of 8.8(c) shall
      apply.

            


    

     

    
      	
              6

            	
              INTEREST
      PERIODS

            


    

     

    
      	
              6.1

            	
              Commencement
      of Interest Periods. The first Interest Period applicable to the
      Loan shall commence on the Drawdown Date relative to Tranche A and each
      subsequent Interest Period shall commence on the expiry of the preceding
      Interest Period.

            


    

     

    
      	
              6.2

            	
              Duration
      of normal Interest Periods. Subject to Clause 6.3, each Interest
      Period in respect of the Loan shall
  be:

            


    

     

    
      	
              (a)

            	
              3,
      6 or 9 months as notified by the Borrower to the Agent not later than
      11:00 a.m. (Piraeus time) 3 Business Days before the commencement of the
      Interest Period Provided
      that an Interest Period may not end after the Margin Review Date
      unless the parties have agreed a revised Margin pursuant to Clause
      5.14;

            


    

     

    
      	
              (b)

            	
              in
      the case of the first Interest Period applicable to the second and any
      subsequent Tranche, a period ending on the last day of the then current
      Interest Period for the previous Tranche or Tranches, whereupon all of the
      Tranches shall be consolidated and treated as a single
      Tranche;

            


    

     

    
      	
              (c)

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

            


    

     

    
      	
              (d)

            	
              such
      other period as the Agent may, with the Majority Lenders’ authority, agree
      with the Borrower.

            


    

     

    
      	
              6.3

            	
              Duration
      of Interest Periods for repayment instalments. In respect of an
      amount due to be repaid under Clause 8 on a particular Repayment Date, an
      Interest Period shall end on that Repayment
      Date.

            


    

     

    
      	
              6.4

            	
              Non-availability
      of matching deposits for Interest Period selected. If, after the
      Borrower has selected an Interest Period longer than 6 months, any Lender
      notifies the Agent by 11.00 a.m. (Piraeus time) on the third Business Day
      before the commencement of the Interest Period that it is not satisfied
      that deposits in Dollars for a period equal to the Interest Period will be
      available to it in the London Interbank Market when the Interest Period
      commences, the Interest Period shall be of 3
      months.

            


    

     

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

     

    
      	
              7

            	
              DEFAULT
      INTEREST

            


    

     

    
      	
              7.1

            	
              Payment
      of default interest on overdue amounts. The Borrower shall pay
      interest in accordance with the following provisions of this Clause 7 on
      any amount payable by the Borrower under any Finance Document which the
      Agent, the Security Trustee or the other designated payee does not receive
      on or before the relevant date, that
  is:

            


    

     

    
      	
              (a)

            	
              the
      date on which the Finance Documents provide that such amount is due for
      payment; or

            


    

     

    
      	
              (b)

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

            


    

     

    
      	
              (c)

            	
              if
      such amount has become immediately due and payable under Clause 19.4, the
      date on which it became immediately due and
  payable.

            


    

     

    
      	
              7.2

            	
              Default
      rate of interest. Interest shall accrue on an overdue amount from
      (and including) the relevant date until the date of actual payment (as
      well after as before judgment) at the rate per annum determined by the
      Agent to be 2 per cent.
above:

            


    

     

    
      	
              (a)

            	
              in
      the case of an overdue amount of principal, the higher of the rates set
      out at paragraphs (a) and (b) of Clause 7.3;
or

            


    

     

    
      	
              (b)

            	
              in
      the case of any other overdue amount, the rate set out at paragraph (b) of
      Clause 7.3.

            


    

     

    
      	
              7.3

            	
              Calculation
      of default rate of interest. The rates referred to in Clause 7.2
      are:

            


    

     

    
      	
              (a)

            	
              the
      rate applicable to the overdue principal amount immediately prior to the
      relevant date (but only for any unexpired part of any then current
      Interest Period);

            


    

     

    
      	
              (b)

            	
              the
      applicable Margin plus, in respect of successive periods of any duration
      (including at call) up to 3 months which the Agent may select from time to
      time:

            


    

     

    
      	
               
      

            	
              (i)

            	
              LIBOR;
      or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              if
      the Agent determines that Dollar deposits for any such period are not
      being made available to a Lender or (as the case may be) Lenders by
      leading banks in the London Interbank Market in the ordinary course of
      business, a rate from time to time determined by the Agent by reference to
      the cost of funds to the Agent from such other sources as the Agent may
      from time to time determine.

            


    

     

    
      	
              7.4

            	
              Notification
      of interest periods and default rates. The Agent shall promptly
      notify the Lenders and the Borrower of each interest rate determined by
      the Agent under Clause 7.3 and of each period selected by the Agent for
      the purposes of paragraph (b) of that Clause; but this shall not be taken
      to imply that the Borrower is liable to pay such interest only with effect
      from the date of the Agent’s
  notification.

            


    

     

    
      	
              7.5

            	
              Payment
      of accrued default interest. Subject to the other provisions of
      this Agreement, any interest due under this Clause shall be paid on the
      last day of the period by reference to which it was determined; and the
      payment shall be made to the Agent for the account of the Creditor Party
      to which the overdue amount is
  due.

            


    

     

    
      	
              7.6

            	
              Compounding
      of default interest. Any such interest which is not paid at the end
      of the period by reference to which it was determined shall thereupon be
      compounded.

            


    

     

    
      	
              7.7

            	
              Application
      to Master Agreement. For the avoidance of doubt, this Clause 7 does
      not apply to any amount payable under the Master Agreement in respect of
      any continuing Designated Transaction as to which section 2(e) (Default
      Interest; Other Amounts) of the Master Agreement shall
      apply.

            


    

     

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

     

    
      	
              8

            	
              REPAYMENT
      AND PREPAYMENT

            


    

     

    
      	
              8.1

            	
              Repayment
      instalments. Save as repaid or prepaid prior to the date of this
      Amending and Restating Agreement, the Borrower shall repay the Loan by (a)
      24 consecutive three-monthly instalments of (i) in the case of the first
      instalment in the amount of $7,000,000, (ii) in the case of the second to
      fifth instalments (inclusive), in the amount of $10,500,000 each, (iii) in
      the case of the sixth to eighth instalments (inclusive), in the amount of
      $8,800,000 each, (iv) in the case of the ninth to fourteenth instalments
      (inclusive), in the amount of $4,400,000 each, (v) in the case of the
      fifteenth to twenty-fourth instalments (inclusive), in the amount of
      $2,700,000 each and (b) a balloon payment in the amount of $21,200,000
      (the “Balloon
      Instalment”) Provided that
      if the Loan is drawdown in less than the maximum available amount
      thereof, each repayment instalment (including the Balloon Instalment)
      shall be reduced pro rata by an amount in aggregate equal to such undrawn
      amount.

            


    

     

    
      	
              8.2

            	
              Repayment
      Dates. The first repayment instalment for the Loan shall be repaid
      on the date falling 3 months after the Drawdown Date of Tranche C, each
      subsequent repayment instalment shall be repaid at 3-monthly intervals
      thereafter and the last instalment shall be repaid, together with the
      Balloon Instalment, on the date falling on the sixth anniversary of such
      Drawdown Date.

            


    

     

    
      	
              8.3

            	
              Final
      Repayment Date. On the final Repayment Date, the Borrower shall
      additionally pay to the Agent all other sums then accrued or owing under
      any Finance Document.

            


    

     

    
      	
              8.4

            	
              Voluntary
      prepayment. Subject to the following conditions, the Borrower may
      prepay the whole or any part of the Loan on the last day of an Interest
      Period in respect
thereof.

            


    

     

    
      	
              8.5

            	
              Conditions
      for voluntary prepayment. The conditions referred to in Clause 8.4
      are that:

            


    

     

    
      	
              (a)

            	
              a
      partial prepayment shall be $1,000,000 or a multiple of
      $1,000,000;

            


    

     

    
      	
              (b)

            	
              the
      Agent has received from the Borrower at least 30 days’ prior written
      notice specifying the amount to be prepaid and the date on which the
      prepayment is to be made (such date shall be the last day of an Interest
      Period); and

            


    

     

    
      	
              (c)

            	
              the
      Borrower has provided evidence satisfactory to the Agent that any consent
      required by the Borrower or any Security Party in connection with the
      prepayment has been obtained and remains in force, and that any
      requirement relevant to this Agreement which affects the Borrower or any
      Security Party has been complied
with.

            


    

     

    
      	
              8.6

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

            


    

     

    
      	
              8.7

            	
              Notification
      of notice of prepayment. The Agent shall notify the Lenders
      promptly upon receiving a prepayment notice, and shall provide any Lender
      which so requests with a copy of any document delivered by the Borrower
      under Clause 8.5(c).

            


    

     

    
      	
              8.8

            	
              Mandatory
      prepayment. If

            


    

     

    
      	
              (a)

            	
              a
      Ship is sold or becomes a Total Loss the Borrower shall be obliged to
      prepay the Relevant Amount of the
Loan:

            


    

     

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
              (i)

            	
              if
      that Ship is sold, on or before the date on which the sale is completed by
      delivery of such Ship to the buyer;
or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              if
      that Ship becomes a Total Loss, on the earlier of the date falling 180
      days after the relevant Total Loss Date and the date of receipt by the
      Lender of the proceeds of insurance relating to such Total
      Loss,

            


    

     

    and in
this Clause 8.8(a):

     

    
      	
               
      

            	
              (A)

            	
              “Relevant Amount”
  means:

            


    

     

    
      	
               
      

            	
              (aa)

            	
              in
      case the Ship being sold or which has become as Total Loss is a Collateral
      Ship or “SINFONIA”, the higher of (aa) the Relevant Percentage of the Loan
      and (bb) an amount which after giving credit for the amount of the
      prepayment made pursuant to this Clause 8.8, results in the Security Cover
      Percentage being equal to the applicable Security Cover Percentage
      referred to in Clause 15.1; and

            


    

     

    
      	
               
      

            	
              (bb)

            	
              in
      case the Ship is sold or which has become a Total Loss is an Additional
      Ship, $7,000,000; and

            


    

     

    
      	
               
      

            	
              (B)

            	
              “Relevant Percentage”
    means:

            


    

     

    
      	
               
      

            	
              (aa)

            	
              in
      the case of a Collateral Ship, the Market Value of the Collateral Ship
      which has been sold or become a Total Loss (on the date on which the sale
      of such Ship is completed by delivery to its buyer or, as the case may be,
      on the Total Loss Date in respect of the Ship) expressed as a percentage
      of the aggregate Market Value (on the same date) of all the Ships then
      subject to a Mortgage; and

            


    

     

    
      	
               
      

            	
              (bb)

            	
              in
      the case of “SINFONIA”:

            


    

     

    
      	
               
      

            	
              (1)

            	
              if
      that Ship is sold or becomes a Total Loss in the period commencing on the
      Drawdown Date of Tranche A and ending on its fourth anniversary, a
      percentage which may be mutually agreed between the Borrower and the Agent
      (acting on the instructions of all the Lenders), or failing such agreement
      50 per cent. Provided
      that if an Event of Default or Potential Event of Default has
      occurred and is continuing at the relevant time the Relevant Percentage
      shall be a percentage of up to 100 per cent. specified by the Agent in a
      notice to the Borrower; and

            


    

     

    
      	
               
      

            	
              (2)

            	
              if
      that Ship is sold or becomes a Total Loss at any time thereafter the
      Market Value of “SINFONIA” on the date on which such sale is completed or
      (as the case may be) the Total Loss Date in respect thereof expressed as a
      percentage of the aggregate Market Value (on the same date) of all the
      Ships then subject to a Mortgage;
and

            


    

     

    
      	
              (c)

            	
              the
      Borrower does not agree to the revised Margin proposed by the Agent
      pursuant to Clause 5.14, the Borrower shall prepay the Loan on the Margin
      Review Date.

            


    

     

    
      	
              8.9

            	
              Amounts
      payable on prepayment. A prepayment shall be made together with
      accrued interest (and any other amount payable under Clause 21 below or
      otherwise) in respect of the amount prepaid and, if the prepayment is not
      made on the last day of an Interest Period together with any sums payable
      under Clause 21.1(b) but without premium or
      penalty.

            


    

     

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

     

    
      	
              8.10

            	
              Application
      of partial prepayment. Any sum received by the Agent pursuant
      to:

            


    

     

    
      	
              (a)

            	
              Clause
      8.8 shall be applied pro rata against the repayment instalments which are
      at the time being outstanding (including the Balloon Instalment);
      and

            


    

     

    
      	
              (b)

            	
              Clause
      8.4 shall be applied in inverse order of maturity against the repayment
      instalments (including the Balloon Instalment) which are outstanding at
      the relevant time.

            


    

     

    
      	
              8.11

            	
              Reborrowing.
      No amount prepaid in respect of the Loan may be
      reborrowed.

            


    

     

    
      	
              8.12

            	
              Unwinding
      of Designated Transactions. On or prior to any repayment or
      prepayment under this Clause 8 or any other provision of this Agreement,
      the Borrower shall
either:

            


    

     

    
      	
              (a)

            	
              wholly
      or partially reverse, offset, unwind or otherwise terminate one or more of
      the continuing Designated Transactions so that the notional principal
      amount of the continuing Designated Transactions thereafter remaining does
      not and will not in the future (taking into account the scheduled
      amortisation) exceed the amount of the Loan as reducing from time to time
      thereafter pursuant to Clause 8.1;
or

            


    

     

    
      	
              8.13

            	
              provide
      the relevant Swap Bank with additional security in all respects acceptable
      to that Swap Bank to secure the amount determined by that Swap Bank to be
      equal to the difference between the notional principal amount of the
      continuing Designated Transactions and the amount of the Loan as reducing
      from time to time thereafter pursuant to Clause
  8.1.

            


    

     

    
      	
              9

            	
              CONDITIONS
      PRECEDENT

            


    

     

    
      	
              9.1

            	
              Documents,
      fees and no default. Each Lender’s obligation to contribute to a
      Tranche is subject to the following conditions
      precedent:

            


    

     

    
      	
              (a)

            	
              that,
      on or before service of the first Drawdown Notice, the Agent receives the
      documents described in Part A of Schedule 4 in form and substance
      satisfactory to the Agent (acting on the authority of the Majority
      Lenders) and its lawyers;

            


    

     

    
      	
              (b)

            	
              that,
      on or before the Drawdown Date relative to Tranche A and Tranche B, the
      Agent receives the documents described in Part B of Schedule 4 in form and
      substance satisfactory to the Agent (acting on the authority of the
      Majority Lenders) and its lawyers;

            


    

     

    
      	
              (c)

            	
              that,
      on or before the Drawdown Date relative to the first of Tranche C or
      Tranche D to be drawn down, the Agent receives all accrued commitment fee
      referred to in Clause 20.1 and receives the documents described in Part C
      of Schedule 4 in form and substance satisfactory to the Agent (acting on
      the authority of the Majority
Lenders);

            


    

     

    
      	
              (d)

            	
              that,
      on or before the Drawdown Date relative to each of Tranche C and Tranche
      D, the Agent receives all accrued commitment fee referred to in Clause
      20.1;

            


    

     

    
      	
              (e)

            	
              that,
      on or before the service of the first Drawdown Notice, the Agent receives
      any accrued fees referred to in Clause 20.1 which are payable at that time
      and has received payment of the expenses referred to in Clause
      20.2;

            


    

     

    
      	
              (f)

            	
              that
      both at the date of each Drawdown Notice and at each Drawdown
      Date:

            


    

     

    
      	
               
      

            	
              (i)

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

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      representations and warranties in Clause 10 and those of the Borrower or
      any Security Party which are set out in the other Finance Documents would
      be true and not misleading if repeated on each of those dates with
      reference to the circumstances then
existing;

            


    

     

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
              (iii)

            	
              none
      of the circumstances contemplated by Clause 5.5 has occurred and is
      continuing; and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              there has been no
      material adverse change in the financial position, state of affairs or
      prospects of the Borrower, any Security Party or any member of the Group
      since the date of the Agent’s commitment letter (dated 8 April 2008) to
      the Borrower for the Loan, in the light of which the Agent considers that
      there is a significant risk that the Borrower or any other Security Party
      will later become unable to discharge its liabilities under the Finance
      Documents to which it is a party as they fall
      due;

            


    

     

    
      	
              (g)

            	
              that,
      if the ratio set out in Clause 15.1 were applied immediately following the
      advance of a Tranche, the Borrower would not be obliged to provide
      additional security or prepay part of the Loan under that Clause;
      and

            


    

     

    
      	
              (h)

            	
              that
      at each Drawdown Date the Agent has received, and found to be acceptable
      to it, any further opinions, consents, agreements and documents in
      connection with the Finance Documents which the Agent may, with the
      authorisation of the Majority Lenders, request by notice to the Borrower
      prior to the relevant Drawdown
Date.

            


    

     

    
      	
              9.2

            	
              Waiver
      of conditions precedent. If the Majority Lenders, at their
      discretion, permit a Tranche to be borrowed before certain of the
      conditions referred to in Clause 9.1 are satisfied, the Borrower shall
      ensure that those conditions are satisfied within 5 Business Days after
      the Drawdown Date relative to that Tranche (or such longer period as the
      Agent may, with the authority of the Majority Lenders,
      specify).

            


    

     

    
      	
              10

            	
              REPRESENTATIONS
      AND WARRANTIES

            


    

     

    
      	
              10.1

            	
              General.
      The Borrower represents and warrants to each Creditor Party as
      follows.

            


    

     

    
      	
              10.2

            	
              Status.
      The Borrower is duly incorporated and validly existing and in good
      standing under the laws of the Marshall
    Islands.

            


    

     

    
      	
              10.3

            	
              Share
      capital and ownership. The Borrower has an authorised share capital
      divided into 45,988,620 common shares and 15,575,949 warrants each of
      $0.01 par value and issued in registered
    form.

            


    

     

    
      	
              10.4

            	
              Corporate
      power. The Borrower has the corporate capacity, and has taken all
      corporate action and obtained all consents necessary for
      it:

            


    

     

    
      	
              (a)

            	
              to
      execute the Finance Documents to which it is a party;
  and

            


    

     

    
      	
              (b)

            	
              to
      borrow under this Agreement, to enter into Designated Transactions under
      each Master Agreement and to make all the payments contemplated by, and to
      comply with, those Finance Documents to which the Borrower is a
      party.

            


    

     

    
      	
              10.5

            	
              Consents
      in force. All the consents referred to in Clause 10.4 remain in
      force and nothing has occurred which makes any of them liable to
      revocation.

            


    

     

    
      	
              10.6

            	
              Legal
      validity; effective Security Interests. The Finance Documents to
      which the Borrower is a party, do now or, as the case may be, will, upon
      execution and delivery (and, where applicable, registration as provided
      for in the Finance
Documents):

            


    

     

    
      	
              (a)

            	
              constitute
      the Borrower’s legal, valid and binding obligations enforceable against
      the Borrower in accordance with their respective terms;
  and

            


    

     

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (b)

            	
              create
      legal, valid and binding Security Interests enforceable in accordance with
      their respective terms over all the assets to which they, by their terms,
      relate,

            


    

     

    subject
to any relevant insolvency laws affecting creditors’ rights
generally.

     

    
      	
              10.7

            	
              No
      third party Security Interests. Without limiting the generality of
      Clause 9.6, at the time of the execution and delivery of each Finance
      Document:

            


    

     

    
      	
              (a)

            	
              the
      Borrower will have the right to create all the Security Interests which
      that Finance Document purports to create;
and

            


    

     

    
      	
              (b)

            	
              no
      third party will have any Security Interest (except for Permitted Security
      Interests) or any other interest, right or claim over, in or in relation
      to any asset to which any such Security Interest, by its terms,
      relates.

            


    

     

    
      	
              10.8

            	
              No
      conflicts. The execution by the Borrower of each Finance Document
      to which it is a party, and the borrowing by the Borrower of the Loan, and
      its compliance with each Finance Document to which it is a party will not
      involve or lead to a contravention
  of:

            


    

     

    
      	
              (a)

            	
              any
      law or regulation; or

            


    

     

    
      	
              (b)

            	
              the
      constitutional documents of the Borrower;
or

            


    

     

    
      	
              (c)

            	
              any
      contractual or other obligation or restriction which is binding on the
      Borrower or any of its assets including, without limitation, its
      shareholding in the Owners.

            


    

     

    
      	
              10.9

            	
              No
      withholding taxes. All payments which the Borrower is liable to
      make under the Finance Documents may be made without deduction or
      withholding for or on account of any tax payable under any law of any
      Pertinent
Jurisdiction.

            


    

     

    
      	
              10.10

            	
              No
      default. No Event of Default or Potential Event of Default has
      occurred and is
continuing.

            


    

     

    
      	
              10.11

            	
              Information.
      All information which has been provided in writing by or on behalf
      of the Borrower or any Security Party to any Creditor Party in connection
      with any Finance Document satisfied the requirements of Clause 11.5; all
      audited and unaudited accounts which have been so provided satisfied the
      requirements of Clause 11.7; and there has been no material adverse change
      in the financial position or state of affairs of the Borrower, the Owners
      or any other member of the Group from that disclosed in the latest of
      those accounts.

            


    

     

    
      	
              10.12

            	
              Validity
      and completeness of the MOA and Initial
  Charterparties.

            


    

     

    
      	
              (a)

            	
              the
      copies of the MOA and the Initial Charterparties delivered to the Agent
      before the date of this Agreement are true and complete
      copies;

            


    

     

    
      	
              (b)

            	
              the
      MOA and each Initial Charterparty constitutes valid, binding and
      enforceable obligations of the parties thereto respectively in accordance
      with its terms; and

            


    

     

    
      	
              (c)

            	
              no
      amendments or additions to the MOA or any Initial Charterparty have been
      agreed nor has any party thereto waived any of their respective rights
      under the MOA or any Initial
Charterparty.

            


    

     

    
      	
              10.13

            	
              No
      litigation. No legal or administrative action involving the
      Borrower, the Owners or any other member of the Group (including, without
      limitation, any action relating to any alleged or actual breach of the ISM
      Code and the ISPS code and/or any action relating to the MOA) has been
      commenced or taken or, to the Borrower’s knowledge, is likely to be
      commenced or taken.

            


    

     

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

     

    
      	
              10.14

            	
              No
      rebates etc. There is no agreement or understanding to allow or pay
      any rebate, premium, commission, discount or other benefit or payment
      (howsoever described) to the Owners, the Seller or any third party in
      connection with the purchase by Star L of “SINFONIA”, other than as
      disclosed to the Lenders in writing on or prior to the date of this
      Agreement (including, without limitation, any information disclosed in the
      Form F-1 registration statement and prospectus filed with the US
      Securities and Exchange Commission, a copy of which has been delivered to
      the Lenders).

            


    

     

    
      	
              10.15

            	
              Compliance
      with certain undertakings. At the date of this Agreement, the
      Borrower is in compliance with Clauses 11.2, 11.4,
      11.9 and
11.13.

            


    

     

    
      	
              10.16

            	
              Taxes
      paid. The Borrower has paid all taxes applicable to, or imposed on
      or in relation to the Borrower or its
    business.

            


    

     

    
      	
              10.17

            	
              ISM
      Code and ISPS Code compliance. The Borrower will procure that the
      Owners and each Approved Manager obtain all necessary ISM Code
      Documentation and ISPS Code Documentation in connection with the Ships and
      comply with the ISM Code and the ISPS
  Code.

            


    

     

    
      	
              10.18

            	
              No
      money laundering. Without prejudice to the generality of Clause
      2.3, the Borrower confirms that, by entering into this Agreement and the
      other Finance Documents, it is acting on its own behalf and for its own
      account and it is obtaining the Loan for its own account. In relation to
      the borrowing by the Borrower of the Loan, the performance and discharge
      of its obligations and liabilities under this Agreement or any of the
      Finance Documents and the transactions and other arrangements effected or
      contemplated by this Agreement or any of the Documents to which the
      Borrower is a party, the Borrower is acting for its own account and that
      the foregoing will not involve or lead to a contravention of any law,
      official requirement or other regulatory measure or procedure which has
      been implemented to combat “money laundering” (as defined in Article 1 of
      the Directive (91/308/EEC) of the Council of the European
      Community).

            


    

     

    
      	
              11

            	
              GENERAL
      UNDERTAKINGS

            


    

     

    
      	
              11.1

            	
              General.
      The Borrower undertakes with each Creditor Party to comply with the
      following provisions of this Clause 11 at all times during the Security
      Period except as the Agent may, with the authority of the Majority
      Lenders, otherwise
permit.

            


    

     

    
      	
              11.2

            	
              Title;
      negative pledge and pari passu ranking. The Borrower
      will:

            


    

     

    
      	
              (a)

            	
              own
      (directly or indirectly) the entire beneficial interest in each Owner free
      from all Security Interests and other interests and rights of every kind,
      except for those created by the Finance
  Documents;

            


    

     

    
      	
              (b)

            	
              not
      create or permit to arise any Security Interest (except for Permitted
      Security Interests) over any other asset, present or future;
      and

            


    

     

    
      	
              (c)

            	
              procure
      that its liabilities under the Finance Documents to which it is a party do
      and will
      rank at least pari passu with all its other present and future
      unsecured liabilities, except for liabilities which are mandatorily
      preferred by law.

            


    

     

    
      	
              11.3

            	
              No
      disposal of assets. The Borrower will not transfer, lease or
      otherwise dispose of:

            


    

     

    
      	
              (a)

            	
              all or a substantial
      part of its assets, whether by one transaction or a number of transactions,
      whether related or not;
or

            


    

     

    
      	
              (b)

            	
              any
      debt payable to it or any other right (present, future or contingent
      right) to receive a payment, including any right to damages or
      compensation.

            


    

     

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

     

    
      	
              11.4

            	
              Restriction
      on other liabilities or obligations to be incurred. The Borrower
      will not incur, and will procure that none of the Owners (other than in
      the case of the Additional Owners, to the liabilities and obligations owed
      to Commerzbank under and in connection with the Commerzbank Loan
      Agreement) will incur, any liability or obligation except liabilities and
      obligations:

            


    

     

    
      	
              (a)

            	
              under
      the Finance Documents to which each is a
party;

            


    

     

    
      	
              (b)

            	
              under
      the MOA (in the case of Star L) and the Initial Charterparty to which each
      Owner is a party and incurred in the normal course of its business of
      owning, operating and chartering its Ship;
and

            


    

     

    
      	
              (c)

            	
              (in
      the case of the Borrower) incurred in the normal course of its business
      (which shall include, without limitation, incurring Financial Indebtedness
      for the financing of the vessels owned by its subsidiaries guaranteeing
      the obligations of its subsidiaries and all other matters reasonably
      incidental thereto).

            


    

     

    
      	
              11.5

            	
              Information
      provided to be accurate. All financial and other information which
      is provided in writing by or on behalf of the Borrower under or in
      connection with any Finance Document will be true and not misleading and
      will not omit any material fact or
      consideration.

            


    

     

    
      	
              11.6

            	
              Provision
      of financial statements. The Borrower will send to the
      Agent:

            


    

     

    
      	
              (a)

            	
              as
      soon as possible, but in no event later than 180 days after the end
      of each Financial Year of the Borrower (commencing with the Financial Year
      ended 31 December 2007), the audited consolidated accounts of the Group
      for that Financial
Year;

            


    

     

    
      	
              (b)

            	
              as
      soon as possible, but in no event later than 60 days after the end of each
      quarterly period in each Financial Year of the Borrower (commencing with
      the financial quarter ended on 31 March 2008), the combined unaudited
      accounts of the Group for that 3-month period certified in each case as to
      their correctness by the chief financial officer of the Borrower;
      and

            


    

     

    
      	
              (c)

            	
              promptly
      after each request by the Agent, such further financial information about
      the Borrower, each Owner, the Group and/or the Ships including, but not
      limited to, charter arrangements, Financial Indebtedness, operating
      expenses and loan repayment profiles, as the Agent may
      require.

            


    

     

    
      	
              11.7

            	
              Form
      of financial statements. All accounts (audited and unaudited)
      delivered under Clause 11.6
will:

            


    

     

    
      	
              (a)

            	
              be
      prepared in accordance with all applicable laws and
  GAAP;

            


    

     

    
      	
              (b)

            	
              give a true and fair
      view of the state of affairs of the Group at the date of those accounts
      and
      of its profit for the period to which those accounts relate;
      and

            


    

    
    

     

    
      	
              (c)

            	
              fully
      disclose or provide for all significant liabilities of the Group;
      and

            


    

     

    
      	
              (d)

            	
              be
      accompanied by a certificate signed by a certufucate sugned by the chief
      financial officer of the Borrower confirming that, as at the date of the
      certificate, no Event of Default has occurred and is
      continuing.

            


    

     

    
      	
              11.8

            	
              Shareholder
      and creditor notices. The Borrower will send the Agent, at the same
      time as they are despatched, copies of all communications which are
      despatched to all of the Borrower’s shareholders or creditors or any class
      of them.

            


    

     

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

     

    
      	
              11.9

            	
              Consents.
      The Borrower will maintain in force and promptly obtain or renew,
      and will promptly send certified copies to the Agent of, all consents
      required:

            


    

     

    
      	
              (a)

            	
              for
      the Borrower and each Owner to perform its obligations under any Finance
      Document;

            


    

     

    
      	
              (b)

            	
              for
      the validity or enforceability of any Finance
  Document;

            


    

     

    
      	
              (c)

            	
              for
      each Owner to continue to own and operate the Ship owned by
      it,

            


    

     

    and the
Borrower will comply (or procure compliance) with the terms of all such
consents.

     

    
      	
              11.10

            	
              Maintenance
      of Security Interests. The Borrower
    will:

            


    

     

    
      	
              (a)

            	
              at
      its own cost, do all that it reasonably can to ensure that any Finance
      Document validly creates the obligations and the Security Interests which
      it purports to create; and

            


    

     

    
      	
              (b)

            	
              without
      limiting the generality of paragraph (a) above, at its own cost, promptly
      register, file, record or enrol any Finance Document with any court or
      authority in all Pertinent Jurisdictions, pay any stamp, registration or
      similar tax in all Pertinent Jurisdictions in respect of any Finance
      Document, give any notice or take any other step which, in the opinion of
      the Majority Lenders, is or has become necessary or desirable for any
      Finance Document to be valid, enforceable or admissible in evidence or to
      ensure or protect the priority of any Security Interest which it
      creates.

            


    

     

    
      	
              11.11

            	
              Notification
      of litigation. The Borrower will provide the Agent with details of
      any legal or administrative action involving the Borrower, the Owners, any
      Security Party, each Approved Manager, any Ship or the Earnings or the
      Insurances of any Ship as soon as such action is instituted or it becomes
      apparent to the Borrower that it is likely to be instituted, unless it is
      clear that the legal or administrative action cannot be considered
      material in the context of the Finance
      Documents.

            


    

     

    
      	
              11.12

            	
              Principal
      place of business. The Borrower will maintain its place of
      business, and keep its corporate documents and records, at the address
      stated at Clause 28.2(a) and the Borrower shall not establish, or do
      anything as a result of which it would be deemed to have a place of
      business in the United Kingdom or the United States of
      America.

            


    

     

    
      	
              11.13

            	
              Confirmation
      of no default. The Borrower will, within 2 Business Days after
      service by the Agent of a written request, serve on the Agent a notice
      which is signed by an officer or director of the Borrower and which (based
      on its most recent annual or interim financial
      statements):

            


    

     

    
      	
              (a)

            	
              states
      that no Event of Default or Potential Event of Default has occurred;
      or

            


    

     

    
      	
              (b)

            	
              states
      that no Event of Default or Potential Event of Default has occurred,
      except for a specified event or matter, of which all material details are
      given.

            


    

     

    The Agent
may serve requests under this Clause 11.14
from time to time but only if asked to do so by a Lender or Lenders
having Contributions exceeding 10 per cent. of the Loan or (if no Tranche has
been advanced) Commitments exceeding 10 per cent of the Total Commitments; and
this Clause 11.14 does not affect the Borrower’s obligations under Clause
11.15.

     

    
      	
              11.14

            	
              Notification
      of default. The Borrower will notify the Agent as soon as the
      Borrower becomes aware
of:

            


    

     

    
      	
              (a)

            	
              the
      occurrence of an Event of Default or a Potential Event of Default;
      or

            


    

     

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (b)

            	
              any
      matter which indicates that an Event of Default or a Potential Event of
      Default may have occurred;

            


    

     

    and will
thereafter keep the Agent fully up-to-date with all developments.

     

    
      	
              11.15

            	
              Provision
      of further information. The Borrower will, as soon as practicable
      after receiving the request, provide the Agent with any additional
      financial or other information
  relating:

            


    

     

    
      	
              (a)

            	
              to
      the Borrower, any Owner, any other member of the Group, any Ship, each
      Approved Manager or any other Security Party, the Insurances or the
      Earnings; or

            


    

     

    
      	
              (b)

            	
              to
      any other matter relevant to, or to any provision of, a Finance Document,
      

               

              which
      may be requested by the Agent, the Security Trustee or any Lender at any
      time.

            


    

     

    
      	
              11.16

            	
              Provision
      of copies and translation of documents. The Borrower will supply
      the Agent with a sufficient number of copies of the documents referred to
      above to provide 1 copy for each Creditor Party; and if the Agent so
      requires in respect of any of those documents, the Borrower will provide a
      certified English translation prepared by a translator approved by the
      Agent.

            


    

     

    
      	
              11.17

            	
              No
      amendment to the MOA or Initial Charterparties. The Borrower shall
      procure that no Owner shall agree to an amendment or change or supplement
      to (in the case of Star L) the MOA or the Initial Charterparty to which it
      is a party.

            


    

     

    
      	
              11.18

            	
              Ownership.
      The Borrower shall ensure that (a) it shall remain the direct or
      indirect owner of all of the limited liability company interests in each
      Owner and (b) there shall be no change in the legal and beneficial
      ownership of the shares in each
  Owner.

            


    

     

    
      	
              11.19

            	
              General
      and administrative costs. The Borrower shall ensure that the
      payment of all the general and administrative costs of the Borrower and
      the Owners in connection with the ownership and operation of the Ships
      (including, without limitation, the payment of the management fees
      pursuant to the Management Agreements) shall be fully subordinated to the
      payment obligations of the Borrower and the Owners under this Agreement
      and the other Finance Documents throughout the Security
      Period.

            


    

     

    
      	
              11.20

            	
              Money
      laundering. Promptly upon the Agent’s request the Borrower will
      supply, or procure the supply of, such documentation and other evidence as
      is reasonably requested by the Agent in order for each Creditor Party to
      carry out and be satisfied with the results of all necessary “know your
      client” or other checks which it is required to carry out in relation to
      the transactions contemplated by the Finance Documents and to the identity
      of any parties to the Finance Documents (other than Creditor Parties) and
      their directors and
officers.

            


    

     

    
      	
              11.21

            	
              No
      Money laundering. The
  Borrower:

            


    

     

    
      	
              (a)

            	
              will
      not, and will procure that no Security Party, to the extent applicable,
      will, in connection with this Agreement or any of the other Finance
      Documents, contravene or permit any subsidiary to contravene, any law,
      official requirement or other regulatory measure or procedure implemented
      to combat “money laundering” (as defined in Article 1 of the Directive
      (91/308/EEC) of the Council of the European Communities) and comparable
      United States Federal and state laws. The Borrower shall further submit
      any documents and declarations on request, if such documents or
      declarations are required by any Creditor Party to comply with its
      domestic money laundering and/or legal identification requirements;
      and

            


    

     

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (b)

            	
              confirms
      that it is the beneficiary within the meaning of Section 8 of the German
      Anti Money Laundering Act (Gesetz
      über das Aufspüren von Gewinnen aus schweren Straftaten
      (Geldwäschegesetz)), acting for its own account and not for or on
      behalf of any other person for each part of the Loan made or to be made
      available to it under this Agreement. That is to say, it acts for its own
      account and not for or on behalf of anyone
else.

            


    

     

    The
Borrower will promptly inform the Agent by written notice, if it is not or
ceases to be the beneficiary and will provide in writing the name and address of
the beneficiary.

     

    The Agent
shall promptly notify the Lenders of any written notice it receives under this
Clause 11.21.

     

    
      	
              11.22

            	
              No
      amendment to Master Agreements; Transactions. The Borrower will
      not:

            


    

     

    
      	
              (a)

            	
              agree
      to any amendment or supplement to, or waive or fail to enforce, either
      Master Agreement or any of its provisions;
or

            


    

     

    
      	
              (b)

            	
              enter
      into any Transaction pursuant to that Master Agreement except Designated
      Transactions.

            


    

     

    
      	
              12

            	
              CORPORATE
      UNDERTAKINGS

            


    

     

    
      	
              12.1

            	
              General.
      The Borrower also undertakes with each Creditor Party to comply
      with the following provisions of this Clause 12 at all times during the
      Security Period except as the Agent may, with the authority of the
      Majority Lenders, otherwise
  permit.

            


    

     

    
      	
              12.2

            	
              Maintenance
      of status. The Borrower will maintain its separate corporate
      existence and remain in good standing under the laws of the Marshall
      Islands.

            


    

     

    
      	
              12.3

            	
              Negative
      undertakings. The Borrower will
  not:

            


    

     

    
      	
              (a)

            	
              change
      the nature of its business; or

            


    

     

    
      	
              (b)

            	
              provide
      any form of credit or financial assistance
to:

            


    

     

    
      	
               
      

            	
              (i)

            	
              a person who is
      directly or indirectly interested in the Borrower’s share or loan capital;
      or

            


    

    
    

     

    
      	
               
      

            	
              (ii)

            	
              any company in or
      with which such a person is directly or indirectly interested or connected;

            


    

     

    or enter
into any transaction with or involving such a person or company on terms which
are, in any respect, less favourable to the Borrower than those which it could
obtain in a bargain made at arms’ length Provided
that this shall not prevent or restrict the Borrower from on-lending the
Loan to the Owners; or

     

    
      	
              (c)

            	
              allow
      any Owner to open or maintain any account with any bank or financial
      institution except accounts with the Agent and the Security Trustee for
      the purpose of the Finance Documents;
or

            


    

     

    
      	
              (d)

            	
              cause
      the shares of the Borrower to cease to be listed on the Nasdaq National
      Market in New York; or

            


    

     

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (e)

            	
              issue,
      allot or grant any person a right to any shares in its capital or
      repurchase (other than through the share repurchase schemes disclosed by
      the Borrower to the Lender on or prior to the date of this Agreement) or
      release its issued share capital;
or

            


    

     

    
      	
              (f)

            	
              enter
      into any form of amalgamation, merger or de-merger or any form of
      reconstruction or reorganisation.

            


    

     

    
      	
              12.4

            	
              Subordination
      of rights of Borrower. All rights which the Borrower at any time
      has (whether in respect of the Loan or any other transaction) against any
      Owner or its assets shall be fully subordinated to the rights of the
      Creditor Parties under the Finance Documents; and in particular, the
      Borrower shall not during the Security
    Period:

            


    

     

    
      	
              (a)

            	
              claim,
      or in a bankruptcy of any Owner or prove for, any amount payable to the
      Borrower by an Owner, whether in respect of the Loan or any other
      transaction;

            


    

     

    
      	
              (b)

            	
              take
      or enforce any Security Interest for any such amount;
  or

            


    

     

    
      	
              (c)

            	
              claim
      to set-off any such amount against any amount payable by the Borrower to
      any Owner.

            


    

     

    
      	
              12.5

            	
              Financial
      Covenants. The Borrower undertakes that at all
      times:

            


    

     

    
      	
              (a)

            	
              the
      Interest Coverage Ratio shall not be less than
  2:1;

            


    

     

    
      	
              (b)

            	
              the
      Leverage Ratio shall not be greater than 0.6:1;
  and

            


    

     

    
      	
              (c)

            	
              the
      Borrower will maintain Liquid Funds an aggregate amount of at least
      $500,000 per Fleet Vessel (of which an amount of at least $500,000 per
      Collateral Ship and “SINFONIA” shall be maintained in the Cash Collateral
      Account).

            


    

     

    
      	
              12.6

            	
              Compliance
      Check. Compliance with the undertakings contained in Clause 12.5
      and the security cover requirement set out in Clause 15.1 shall be
      determined as at each Compliance Date by reference to, in the case of the
      compliance check as at each of 31 March, 30 June and 30 September in each
      financial year, the unaudited consolidated accounts of the Group for the
      financial quarters ending on such date in each financial year delivered by
      the Agent pursuant to this Agreement and for the compliance check as at 31
      December in each financial year, the audited consolidated accounts for
      that financial year of the Group delivered to the Agent pursuant to this
      Agreement. At the same time as it delivers those consolidated accounts,
      the Borrower shall deliver to the Agent a Compliance Certificate signed by
      the chief financial officer of the
  Borrower.

            


    

     

    
      	
              12.7

            	
              Dividends.
      The Borrower may pay dividends or make any other form of
      distribution subject to the satisfaction of the following
      conditions:

            


    

     

    
      	
              (a)

            	
              the
      Agent has received a certificate issued by the chief financial officer of
      the Borrower on the date on which the payment of the dividend is declared
      which confirms that no Event of Default has occurred which is continuing
      and that no Event of Default or Potential Event of Default will result
      from the payment of the dividend or the making of the
      distribution;

            


    

     

    
      	
              (b)

            	
              the
      Agent is satisfied that on the date on which the certificate referred to
      in paragraph (a) is issued:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Security Cover Percentage is equal to at least 125 per cent;
      and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      Borrower is in compliance with the financial covenants set out in Clause
      12.5.

            


    

     

    
      	
              12.8

            	
              Hedging
      Arrangements. The Borrower
  undertakes:

            


    

     

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (a)

            	
              to
      hedge with the Swap Banks under the Master Agreements by no later than 31
      October 2008 not less than 25 per cent. of the interest rate risk under
      this Agreement outstanding at any time during the period commencing on the
      earlier of (i) the Drawdown Date for Tranche C and (ii) the Drawdown Date
      for Tranche D and ending on the Margin Review Date (for the purposes of
      this Clause 12.8, the “Relevant
      Period”);

            


    

     

    
      	
              (b)

            	
              to
      hedge with the Swap Banks under the Master Agreements by no later than the
      date falling 6 months after the earlier of (i) the Drawdown Date for
      Tranche C and (ii) the Drawdown Date for Tranche D not less than 50 per
      cent. of the interest rate risk under this Agreement outstanding during
      the Relevant Period;

            


    

     

    
      	
              (c)

            	
              to
      hedge with the Swap Banks under the Master Agreements or with Commerzbank
      by no later than 31 October 2008 25 per cent. of the interest rate risk
      outstanding under the Commerzbank Loan Agreement outstanding during the
      Relevant Period;

            


    

     

    
      	
              (d)

            	
              to
      hedge with the Swap Banks under the Master Agreements or with Commerzbank
      by no later than the date falling 6 months after the date falling on the
      earlier of (i) the Drawdown Date for Tranche C and (ii) the Drawdown Date
      for Tranche D, not less than 50 per cent. of the interest rate risk
      outstanding under the Commerzbank Loan Agreement during the Relevant
      Period; and

            


    

     

    
      	
              (e)

            	
              if,
      at any time, the 5-year swap rate for Dollars as quoted on the Reuters
      Page USDSFIX, at or about 11 am (London time) is equal to 5 per cent. per
      annum to promptly hedge with (i) the Swap Banks under the Master
      Agreements, 50 per cent of the outstanding interest rate risk under this
      Agreement and (ii) either with the Swap Banks or with Commerzbank, 50 per
      cent of the outstanding interest rate risk under the Commerzbank Loan
      Agreement during the Relevant
Period.

            


    

     

    
      	
              13

            	
              INSURANCE

            


    

     

    
      	
              13.1

            	
              General.
      The Borrower also undertakes with each Creditor Party to procure
      that each Owner will comply with the following provisions of this Clause
      13 at all times during the Security Period except as the Agent may, with
      the authority of the Majority Lenders, otherwise
      permit.

            


    

     

    
      	
              13.2

            	
              Maintenance
      of obligatory insurances. The Borrower shall procure that each
      Owner keep the Ship owned by it insured at the expense of that Owner
      against:

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

            	
              war
      risks (including protection and indemnity war
  risks);

            


    

     

    
      	
              (c)

            	
              in
      the case of protection and indemnity war risks, in an amount equal to the
      amount for which the war risks under the hull policies are effected
      (including, without limitation, protection and indemnity war risks in
      excess of the amount of war risks
(hull));

            


    

     

    
      	
              (d)

            	
              protection
      and indemnity risks in excess of the limit of cover for oil pollution
      liability risks included within the protection and indemnity risks;
      and

            


    

     

    
      	
              (e)

            	
              any
      other risks against which the Security Trustee considers, having regard to
      practices and other circumstances prevailing at the relevant time, it
      would in the opinion of the Security Trustee be reasonable for the
      relevant Owner to insure and which are specified by the Security Trustee
      by notice to the relevant Owner.

            


    

     

    
      	
              13.3

            	
              Terms
      of obligatory insurances. The Borrower shall procure that each
      Owner shall effect such
  insurances:

            


    

     

    
      	
              (a)

            	
              in
      Dollars;

            


    

     

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (b)

            	
              in the case of fire
      and usual marine risks and war risks, in an amount on an agreed value
      basis
      at least the greater of (i) an amount, which when aggregated with the
      insured value of the other Ships at the relevant time subject to a
      Mortgage, is equal to 125 per cent, of the Loan and (ii) the Market Value
      of the Ship owned by
it;

            


    

    
    

     

    
      	
              (c)

            	
              in
      the case of oil pollution liability risks, for an aggregate amount equal
      to the highest level of cover from time to time available under basic
      protection and indemnity club entry (with the international group of
      protection and indemnity clubs) and the international marine insurance
      market (currently $1,000,000,000);

            


    

     

    
      	
              (d)

            	
              in
      relation to protection and indemnity risks, in respect of the full value
      and tonnage of the Ship owned by
it;

            


    

     

    
      	
              (e)

            	
              on
      approved terms; and

            


    

     

    
      	
              (f)

            	
              through
      approved brokers and with approved insurance companies and/or underwriters
      or, in the case of war risks and protection and indemnity risks, in
      approved war risks and protection and indemnity risks
      associations.

            


    

     

    
      	
              13.4

            	
              Further
      protections for the Creditor Parties.  In
      addition to the terms set out in Clause 13.3, the Borrower shall
      procure that the obligatory insurances
  shall:

            


    

     

    
      	
              (a)

            	
              name
      the Security Trustee as sole loss payee with such directions for payment
      as the Security Trustee may
specify;

            


    

     

    
      	
              (b)

            	
              provide
      that all payments by or on behalf of the insurers under the obligatory
      insurances to the Security Trustee shall be made without set-off,
      counterclaim or deductions or condition
  whatsoever;

            


    

     

    
      	
              (c)

            	
              provide that the
      insurers shall waive, to the fullest extent permitted by English law,
      their entitlement (if any) (whether by statute, common law, equity, or
      otherwise) to be subrogated to the rights and remedies of the Security
      Trustee in respect of any rights or interests (secured or not) held by or
      available to the Security Trustee in respect of the Secured Liabilities,
      until the Secured Liabilities shall have been fully repaid and discharged,
      except that the insurers shall not be restricted by the terms of this
      paragraph (d) from
      making personal claims against persons (other than the relevant Owner or
      any Creditor Party) in circumstances where the insurers have fully
      discharged their liabilities and obligations under the relevant obligatory
      insurances;

            


    

     

    
      	
              (d)

            	
              
                provide
      that such obligatory insurances shall be primary without right of
      contribution from other insurances which may be carried by the Security
      Trustee;

              

            


    

     

    
      	
              (e)

            	
              
                provide that the
      Security Trustee may make proof of loss if the relevant Owner fails to do
      so;
      and

              

            


    

     

    
      	
              (f)

            	
              
                provide that if any
      obligatory insurance is cancelled, or if any substantial change is made
      in
      the coverage which adversely affects the interest of the Security Trustee,
      or if any obligatory insurance is allowed to lapse for non-payment of
      premium, such cancellation, charge or lapse shall not be effective with
      respect to the Security Trustee for 30 days (or 7 days in the case of war
      risks) after receipt by the Security Trustee of prior written notice from
      the insurers of such cancellation, change or
      lapse.

              

            


    

     

    
      	
              13.5

            	
              Renewal
      of obligatory insurances. The Borrower shall procure that each
      Owner shall:

            


    

     

    
      	
              (a)

            	
              at
      least 21 days before the expiry of any obligatory
    insurance:

            


    

     

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
              (i)

            	
              notify
      the Security Trustee of the brokers (or other insurers) and any protection
      and indemnity or war risks association through or with whom that Owner
      proposes to renew that insurance and of the proposed terms of renewal;
      and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              in
      case of any substantial change in insurance cover, obtain the Security
      Trustee’s approval to the matters referred to in paragraph (i)
      above;

            


    

     

    
      	
              (b)

            	
              at
      least 14 days before the expiry of any obligatory insurance, renew the
      insurance in accordance with the Security Trustee’s approval pursuant to
      paragraph (a); and

            


    

     

    
      	
              (c)

            	
              procure
      that the approved brokers and/or the war risks and protection and
      indemnity associations with which such a renewal is effected shall
      promptly after the renewal notify the Security Trustee in writing of the
      terms and conditions of the
renewal.

            


    

     

    
      	
              13.6

            	
              Copies
      of policies; letters of undertaking. The Borrower shall procure
      that each Owner shall ensure that all approved brokers provide the
      Security Trustee with copies of all policies relating to the obligatory
      insurances which they effect or renew and of a letter or letters of
      undertaking in a form required by the Majority Lenders and including
      undertakings by the approved brokers
  that:

            


    

     

    
      	
              (a)

            	
              they
      will have endorsed on each policy, immediately upon issue, a loss payable
      clause and a notice of assignment complying with the provisions of Clause
      13.4;

            


    

     

    
      	
              (b)

            	
              they
      will hold such policies, and the benefit of such insurances, to the order
      of the Security Trustee in accordance with the said loss payable
      clause;

            


    

     

    
      	
              (c)

            	
              they
      will advise the Security Trustee immediately of any material change to the
      terms of the obligatory insurances;

            


    

     

    
      	
              (d)

            	
              they
      will notify the Security Trustee, not less than 14 days before the expiry
      of the obligatory insurances, in the event of their not having received
      notice of renewal instructions from that Owner or its agents and, in the
      event of their receiving instructions to renew, they will promptly notify
      the Security Trustee of the terms of the
  instructions;

            


    

     

    
      	
              (e)

            	
              they
      will notify the Security Trustee if any person other than the Owner is
      named as assured or co-assured in any of the obligatory insurances and
      shall procure that, upon the written request of the Security Trustee, such
      additional assured or co-assured executes in favour of the Security an
      assignment (in such form as the Lenders may approve or require) of its
      interest in the obligatory insurances;
and

            


    

     

    
      	
              (f)

            	
              they
      will not set off against any sum recoverable in respect of a claim
      relating to the Ship owned by the relevant Owner under such obligatory
      insurances any premiums or other amounts due to them or any other person
      whether in respect of that Ship or otherwise, they waive any lien on the
      policies or, any sums received under them, which they might have in
      respect of such premiums or other amounts, and they will not cancel such
      obligatory insurances by reason of non-payment of such premiums or other
      amounts, and will arrange for a separate policy to be issued in respect of
      the Ship forthwith upon being so requested by the Security
      Trustee.

            


    

     

    
      	
              13.7

            	
              Copies
      of certificates of entry. The Borrower shall procure that each
      Owner shall ensure that any protection and indemnity and/or war risks
      associations in which the Ship owned by that Owner is entered provides the
      Security Trustee
with:

            


    

     

    
      	
              (a)

            	
              a
      certified copy of the certificate of entry for that
  Ship;

            


    

     

    
      	
              (b)

            	
              a
      letter or letters of undertaking in such form as may be required by the
      Security Trustee; and

            


    

     

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (c)

            	
              where
      required to be issued under the terms of insurance/indemnity provided by
      the relevant Owner’s protection and indemnity association, a certified
      copy of each United States of America voyage quarterly declaration (or
      other similar document or documents) made by that Owner in accordance with
      the requirements of such protection and indemnity association;
      and

            


    

     

    
      	
              (d)

            	
              a
      certified copy of each certificate of financial responsibility for
      pollution by oil or other Environmentally Sensitive Material issued by the
      relevant certifying authority in relation to that Ship if
      applicable.

            


    

     

    
      	
              13.8

            	
              Deposit
      of original policies. The Borrower shall procure that each Owner
      shall ensure that all policies relating to obligatory insurances are
      deposited with the approved brokers through which the insurances are
      effected or renewed.

            


    

     

    
      	
              13.9

            	
              Payment
      of premiums. The Borrower shall procure that each Owner shall
      punctually pay all premiums or other sums payable in respect of the
      obligatory insurances and produce all relevant receipts when so required
      by the Security
Trustee.

            


    

     

    
      	
              13.10

            	
              Guarantees.
      The Borrower shall procure that each Owner shall ensure that any
      guarantees required by a protection and indemnity or war risks association
      are promptly issued and remain in full force and
      effect.

            


    

     

    
      	
              13.11

            	
              Restrictions
      on employment. The Borrower shall procure that no Owner employ the
      Ship owned by it, nor permit her to be employed, outside the cover
      provided by any obligatory
  insurances.

            


    

     

    
      	
              13.12

            	
              Compliance
      with terms of insurances. The Borrower shall procure that no Owner
      shall do or omit to do (or permit to be done or not to be done) any act or
      thing which would or might render any obligatory insurance invalid, void,
      voidable or unenforceable or render any sum payable thereunder repayable
      in whole or in part; and, in
  particular:

            


    

     

    
      	
              (a)

            	
              each
      Owner shall take all necessary action and comply with all requirements
      which may from time to time be applicable to the obligatory insurances,
      and (without limiting the obligation contained in Clause 13.7(c) above)
      ensure that the obligatory insurances are not made subject to any
      exclusions or qualifications to which the Security Trustee has not given
      its prior approval;

            


    

     

    
      	
              (b)

            	
              no
      Owner shall make any changes relating to the classification or
      classification society or manager or operator of the Ship owned by it
      unless approved by the underwriters of the obligatory
      insurances;

            


    

     

    
      	
              (c)

            	
              each
      Owner shall make all quarterly or other voyage declarations which may be
      required by the protection and indemnity risks association in which the
      Ship owned by it is entered to maintain cover for trading to the United
      States of America and Exclusive Economic Zone (as defined in the United
      States Oil Pollution Act 1990 or any other applicable legislation);
      and

            


    

     

    
      	
              (d)

            	
              no
      Owner shall employ the Ship owned by it, nor allow it to be employed,
      otherwise than in conformity with the terms and conditions of the
      obligatory insurances, without first obtaining the consent of the insurers
      and complying with any requirements (as to extra premium or otherwise)
      which the insurers specify.

            


    

     

    
      	
              13.13

            	
              Alteration
      to terms of insurances. The Borrower shall procure that no Owner
      shall either make or agree to any alteration to the terms of any
      obligatory insurance or waive any right relating to any obligatory
      insurance without the prior written consent of the Security
      Trustee.

            


    

     

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

     

    
      	
              13.14

            	
              Settlement
      of claims. The Borrower shall procure that no Owner shall settle,
      compromise or abandon any claim under any obligatory insurance for Total
      Loss or for a Major Casualty, and shall do all things necessary and
      provide all documents, evidence and information to enable the Security
      Trustee to collect or recover any moneys which at any time become payable
      in respect of the obligatory
  insurances.

            


    

     

    
      	
              13.15

            	
              Provision
      of copies of communications. The Borrower shall procure that each
      Owner shall provide the Security Trustee, at the time of each such
      communication, copies of all written communications between that Owner
      and:

            


    

     

    
      	
              (a)

            	
              the
      approved brokers; and

            


    

     

    
      	
              (b)

            	
              the
      approved protection and indemnity and/or war risks associations;
      and

            


    

     

    
      	
              (c)

            	
              the
      approved insurance companies and/or underwriters, which relate directly or
      indirectly to:

            


    

     

    
      	
               
      

            	
              (i)

            	
              that
      Owner’s obligations relating to the obligatory insurances including,
      without limitation, all requisite declarations and payments of additional
      premiums or calls; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      credit arrangements made between that Owner and any of the persons
      referred to in paragraphs (a) or (b) above relating wholly or partly to
      the effecting or maintenance of the obligatory
  insurances.

            


    

     

    
      	
              13.16

            	
              Provision
      of information. In addition, the Borrower shall procure that each
      Owner shall promptly provide the Security Trustee (or any persons which it
      may designate) with any information which the Security Trustee (or any
      such designated person) reasonably requests for the purpose
      of:

            


    

     

    
      	
              (a)

            	
              obtaining
      or preparing any report from an independent marine insurance broker as to
      the adequacy of the obligatory insurances effected or proposed to be
      effected; and/or

            


    

     

    
      	
              (b)

            	
              effecting,
      maintaining or renewing any such insurances as are referred to in Clause
      13.17 below or dealing with or considering any matters relating to any
      such insurances

            


    

     

    and the
Borrower shall, within a reasonable time following the Security Trustee’s
written demand, indemnify the Security Trustee in respect of all fees and other
expenses incurred by or for the account of the Security Trustee in connection
with any such report as is referred to in paragraph (a) above.

     

    
      	
              13.17

            	
              Mortgagee’s
      interest and mortgagee’s interest additional perils insurances. The
      Security Trustee shall be entitled from time to time to effect, maintain
      and renew a mortgagee’s interest insurance in an amount equal to equal to
      120 per cent. of the Loan and a mortgagee’s interest additional perils
      insurance in an amount equal to 110 per cent. of the Loan, on such terms,
      through such insurers and generally in such manner as the Security Trustee
      may from time to time consider appropriate and the Borrower shall upon
      demand fully indemnify the Security Trustee in respect of all premiums and
      other expenses which are incurred in connection with or with a view to
      effecting, maintaining or renewing such insurances or dealing with, or
      considering, any matter arising out of such
      insurances.

            


    

     

    
      	
              13.18

            	
              Review
      of insurance requirements. The Security Trustee shall be entitled
      to review the requirements of this Clause 13 from time to time in order to
      take account of any changes in circumstances after the date of this
      Agreement which are, in the opinion of the Majority Lenders, significant
      and capable of affecting the Owners or the Ships and their insurance
      (including, without limitation, changes in the availability or the cost of
      insurance coverage or the risks to which the Owners may be subject), and
      may appoint insurance consultants in relation to this review at the cost
      of the Borrower.

            


    

     

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

     

    
      	
              13.19

            	
              Modification
      of insurance requirements. The Security Trustee shall notify the
      Borrower of any proposed modification under Clause 13.18 to the
      requirements of this Clause 13 which the Majority Lenders, acting upon the
      advice of their insurance consultants, consider appropriate in the
      circumstances, and such modification shall take effect on and from the
      date it is notified in writing to the Borrower as an amendment to this
      Clause 13 and shall bind the Borrower
      accordingly.

            


    

     

    
      	
              13.20

            	
              Compliance
      with mortgagee’s instructions. The Security Trustee shall be
      entitled (without prejudice to or limitation of any other rights which it
      may have or acquire under any Finance Document) to require any Ship to
      remain at any safe port or to proceed to and remain at any safe port
      designated by the Security Trustee until the Owner of that Ship implements
      any amendments to the terms of the obligatory insurances and any
      operational changes required as a result of a notice served under Clause
      13.19.

            


    

     

    
      	
              14

            	
              SHIP
      COVENANTS

            


    

     

    
      	
              14.1

            	
              General.
      The Borrower also undertakes with each Creditor Party to procure
      that each Owner shall comply with the following provisions of this Clause
      14 at all times during the Security Period except as the Agent, with the
      authority of the Majority Lenders, may otherwise
      permit.

            


    

     

    
      	
              14.2

            	
              Ship’s
      name and registration. The Borrower shall procure that each Owner
      shall:

            


    

     

    
      	
              (a)

            	
              keep
      the Ship owned by it registered in its ownership under an Approved
      Flag;

            


    

     

    
      	
              (b)

            	
              not
      change the name or port of registry of any Ship;
  and

            


    

     

    
      	
              (c)

            	
              not
      do or allow to be done anything as a result of which such registration
      might be cancelled or imperilled.

            


    

     

    
      	
              14.3

            	
              Repair
      and classification. The Borrower shall procure that each Owner
      shall keep the Ship owned by it in a good and safe condition and state of
      repair:

            


    

     

    
      	
              (a)

            	
              consistent
      with first-class ship ownership and management
  practice;

            


    

     

    
      	
              (b)

            	
              so
      as to maintain the highest class with a first-class classification society
      which is a member of IACS acceptable to the Agent free of overdue
      recommendations and conditions of such classification society;
      and

            


    

     

    
      	
              (c)

            	
              so
      as to comply with all laws and regulations applicable to vessels
      registered at ports in the relevant Approved Flag State or to vessels
      trading to any jurisdiction to which the Ship may trade from time to time,
      including but not limited to the ISM Code, the ISPS Code, the ISM Code
      Documentation and the ISPS Code
Documentation.

            


    

     

    
      	
              14.4

            	
              Modification.
      The Borrower shall procure that no Owner shall make any
      modification or repairs to, or replacement of, the Ship owned by it or
      equipment installed on her which would or might materially alter the
      structure, type or performance characteristics of the Ship or materially
      reduce her value.

            


    

     

    
      	
              14.5

            	
              Removal
      of parts. The Borrower shall procure that no Owner shall remove any
      material part of the Ship owned by it, or any item of equipment installed
      on, the Ship unless the part or item so removed is forthwith replaced by a
      suitable part or item which is in the same condition as or better
      condition than the part or item removed, is free from any Security
      Interest or any right in favour of any person other than the Security
      Trustee and becomes on installation on the Ship the property of the Owner
      and subject to the security constituted by the Mortgage and if applicable,
      the Deed of Covenant, relative to the Ship Provided
      that the Owner may install equipment owned by a third party if the
      equipment can be removed without any risk of damage to the
      Ship.

            


    

     

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

     

    
      	
              14.6

            	
              Surveys.
      The Borrower shall procure that each Owner shall submit the Ship
      owned by it regularly to all periodical or other surveys which may be
      required for classification purposes and, if so required by the Majority
      Lenders, provide the Security Trustee (at the expense of the Borrower)
      with copies of all survey
reports.

            


    

     

    
      	
              14.7

            	
              Inspection.
      The Borrower shall procure that each Owner shall permit the
      Security Trustee (by surveyors or other persons appointed by it for that
      purpose) to board the Ship owned by it at all reasonable times to inspect
      her condition or to satisfy themselves about proposed or executed repairs
      and shall afford all proper facilities for such inspections. All fees and
      expenses incurred in relation to the appointment of surveyors shall be for
      the account of the
Borrower.

            


    

     

    
      	
              14.8

            	
              Prevention
      of and release from arrest. The Borrower shall procure that each
      Owner shall promptly
discharge:

            


    

     

    
      	
              (a)

            	
              all
      liabilities which give or may give rise to maritime or possessory liens on
      or claims enforceable against the Ship owned by it, her Earnings or her
      Insurances;

            


    

     

    
      	
              (b)

            	
              all
      taxes, dues and other amounts charged in respect of the Ship, her Earnings
      or her Insurances; and

            


    

     

    
      	
              (c)

            	
              all
      other outgoings whatsoever in respect of the Ship, her Earnings or her
      Insurances 

               

              and,
      forthwith upon receiving notice of the arrest of the Ship, or of her
      detention in exercise or purported exercise of any lien or claim, the
      relevant Owner shall procure her release by providing bail or otherwise as
      the circumstances may require.

            


    

     

    
      	
              14.9

            	
              Compliance
      with laws etc. The Borrower shall procure that each Owner and each
      Approved Manager
shall:

            


    

     

    
      	
              (a)

            	
              comply, or procure
      compliance with the ISM Code, the ISPS Code, all Environmental Laws
      and all other laws or regulations relating to the Ship owned by the
      relevant Owner, its ownership, operation and management or to the business
      of that Owner;

            


    

     

    
      	
              (b)

            	
              not
      employ the Ship nor allow her employment in any manner contrary to any law
      or regulation in any relevant jurisdiction including but not limited to
      the ISM Code and the ISPS Code; and

            


    

     

    
      	
              (c)

            	
              in
      the event of hostilities in any part of the world (whether war is declared
      or not), not cause or permit the Ship to enter or trade to any zone which
      is declared a war zone by any government or by the Ship’s war risks
      insurers unless the Owner has (at its expense) effected any special,
      additional or modified insurance cover required for it to enter or trade
      to any war zone.

            


    

     

    
      	
              14.10

            	
              Provision
      of information. The Borrower shall procure that each Owner shall
      promptly provide the Security Trustee with any information which the
      Security Trustee request
  regarding:

            


    

     

    
      	
              (a)

            	
              the
      Ship owned by it, her employment, position and
  engagements;

            


    

     

    
      	
              (b)

            	
              the
      Earnings and payments and amounts due to the master and crew of the Ship
      owned by it;

            


    

     

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (c)

            	
              any
      expenses incurred, or likely to be incurred, in connection with the
      operation, maintenance or repair of the Ship and any payments made in
      respect of the Ship;

            


    

     

    
      	
              (d)

            	
              any
      towages and salvages;

            


    

     

    
      	
              (e)

            	
              its
      compliance or the compliance of the Ship with the ISM Code and the ISPS
      Code,

            


    

     

    and, upon
the Security Trustee’s request, provide copies of any current charter relating
to the Ship and of any current charter guarantee, and copies of the ISM Code
Documentation and the ISPS Code Documentation.

     

    
      	
              14.11

            	
              Notification
      of certain events. The Borrower shall procure that each Owner shall
      immediately notify the Security Trustee by letter
      of:

            
	 	 


    

    
      	
              (a)

            	
              any
      casualty which is or is likely to be or to become a Major
      Casualty;

            
	 	 


    

    
      	
              (b)

            	
              any
      occurrence as a result of which the Ship owned by it has become or is, by
      the passing of time or otherwise, likely to become a Total
      Loss;

            


    

     

    
      	
              (c)

            	
              any
      requirement or recommendation made by any insurer or classification
      society or by any competent authority which is not immediately complied
      with;

            


    

     

    
      	
              (d)

            	
              any
      arrest or detention of the Ship, any exercise or purported exercise of any
      lien on the Ship or her Earnings or any requisition of the Ship for
      hire;

            


    

     

    
      	
              (e)

            	
              any
      intended dry docking of the Ship;

            


    

     

    
      	
              (f)

            	
              any
      Environmental Claim made against that Owner or in connection with the
      Ship, or any Environmental
Incident;

            


    

     

    
      	
              (g)

            	
              any
      claim for breach of the ISM Code or the ISPS Code being made against the
      Owner, each Approved Manager or otherwise in connection with the Ship;
      or

            


    

     

    
      	
              (h)

            	
              any
      other matter, event or incident, actual or threatened, the effect of which
      will or could lead to the ISM Code or the ISPS Code not being complied
      with

            
	 	 
	 	and
      the Borrower shall keep the Security Trustee advised in writing on a
      regular basis and in such detail as the Security Trustee shall require of
      the Owners’, the Approved Manager’s or any other person’s response to any
      of those events or matters.


    

     

    
      	
              14.12

            	
              Restrictions
      on chartering, appointment of managers etc. The Borrower shall
      procure that no Owner
  shall:

            


    

     

    
      	
              (a)

            	
              let
      the Ship owned by it on demise charter for any
  period;

            


    

     

    
      	
              (b)

            	
              other
      than the relevant Initial Charterparty or Future Charterparty, enter into
      any time or consecutive voyage charter in respect of the Ship owned by it
      for a term which exceeds, or which by virtue of any optional extensions
      may exceed, 11 months;

            


    

     

    
      	
              (c)

            	
              change
      the terms on which the Ship owned by it is employed or the identity of the
      person by whom that Ship is
employed;

            


    

     

    
      	
              (d)

            	
              enter
      into any charter in relation to the Ship owned by it under which more than
      2 months’ hire (or the equivalent) is payable in
  advance;

            


    

     

    
      	
              (e)

            	
              charter
      the Ship owned by it otherwise than on bona fide arm’s length terms at the
      time when the Ship is fixed;

            


    

     

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (f)

            	
              appoint
      a manager of the Ship owned by it other than an Approved Manager or agree
      to any alteration to the terms of an Approved Manager’s
      appointment;

            
	 	 


    

    
      	
              (g)

            	
              de-activate
      or lay up the Ship owned by it; or

            


    

     

    
      	
              (h)

            	
              put
      the Ship owned by it into the possession of any person for the purpose of
      work being done upon her in an amount exceeding or likely to exceed
      $250,000 (or the equivalent in any other currency) unless that person has
      first given to the Security Trustee and in terms satisfactory to it a
      written undertaking not to exercise any lien on the Ship or her Earnings
      for the cost of such work or
otherwise.

            


    

     

    
      	
              14.13

            	
              Notice
      of Mortgage. The Borrower shall procure that each Owner shall keep
      the Mortgage applicable to the Ship owned by it registered against that
      Ship as a valid first priority or preferred mortgage, carry on board the
      Ship a certified copy of the Mortgage and place and maintain in a
      conspicuous place in the navigation room and the Master’s cabin of the
      Ship a framed printed notice stating that the Ship is mortgaged by the
      Owner to the Security
  Trustee.

            


    

     

    
      	
              14.14

            	
              Sharing
      of Earnings. The Borrower shall procure that no Owner
      shall:

            


    

     

    
      	
              (a)

            	
              enter
      into any agreement or arrangement for the sharing of any
      Earnings;

            


    

     

    
      	
              (b)

            	
              enter
      into any agreement or arrangement for the postponement of any date on
      which any Earnings are due; the reduction of the amount of any Earnings or
      otherwise for the release or adverse alteration of any right of that Owner
      to any Earnings; or

            


    

     

    
      	
              (c)

            	
              enter
      into any agreement or arrangement for the release of, or adverse
      alteration to, any guarantee or Security Interest relating to any
      Earnings.

            


    

     

    
      	
              14.15

            	
              Charterparty
      Assignment. If any Owner enters into any Future Charterparty in
      respect of its Ship, the Borrower shall, at the request of the Agent,
      procure that that Owner executes in favour of the Security Trustee a
      Charterparty Assignment in respect of that Charterparty, and shall deliver
      to the Agent such other documents equivalent to those referred to at
      paragraphs 3, 4 and 5 of Schedule 4, Part A as the Agent may
      require.

            


    

     

    
      	
              14.16

            	
              Additional
      finance documents. The Borrower shall procure
      that:

            


    

     

    
      	
              (a)

            	
              each
      Additional Owner executes a Charterparty Assignment in favour of the
      Security Trustee and a Second Account Pledge in favour of the Lenders;
      and

            


    

     

    
      	
              (b)

            	
              each
      Approved Manager executes in favour of the Security Trustee a Manager’s
      Undertaking in respect of each Additional
Ship,

            


    

     

    by no
later the date falling 30 days after the date of the Amending and Restating
Agreement and shall deliver to the Agent such other documents equivalent to
those referred to at paragraphs 3, 4 and 5 of Schedule 4, Part A as the Agent
may require.

     

    
      	
              15

            	
              SECURITY
      COVER

            


    

     

    
      	
              15.1

            	
              Provision
      of additional security cover; prepayment of Loan. The Borrower
      undertakes with each Creditor Party that if the Agent notifies the
      Borrower
  that:

            


    

     

    
      	
              (a)

            	
              the
      aggregate Market Values of the Ships;
plus

            


    

     

    
      	
              (b)

            	
              the
      net realisable value of any additional security previously provided under
      this Clause 15;

            


    

     

    is:

     

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
              (i)

            	
              for
      the period commencing on the earlier of (A) the Drawdown Date for Tranche
      C and (B) the Drawdown Date for Tranche D and ending on the date falling
      36 months thereafter, 125 per cent. of the aggregate of the Loan and the
      Swap Exposure (if any exists at the relevant time);
  and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              at
      all times thereafter, 135 per cent. of the aggregate of the Loan and the
      Swap Exposure (if any exists at the relevant
  time),

            


    

     

    the
Borrower will, within 14 days after the date on which the Agent’s notice is
served, either:

     

    
      	
               
      

            	
              (i)

            	
              provide,
      or ensure that a third party provides, additional security which, in the
      opinion of the Majority Lenders, has a net realisable value at least equal
      to the shortfall and which, if it consists of or includes a Security
      Interest, covers such asset or assets and is documented in such terms as
      the Agent may, with authorisation from the Majority Lenders, approve or
      require; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              prepay
      in accordance with Clause 8 such part (at least) of the Loan as will
      eliminate the shortfall.

            


    

     

    
      	
              15.2

            	
              Meaning
      of additional security. In Clause 15A “security”
      means a Security Interest over an asset or assets (including,
      without limitation a vessel (other than a Ship)) (whether securing the
      Borrower’s liabilities under the Finance Documents or a guarantee in
      respect of those liabilities), or a guarantee, letter of credit, cash
      deposit or other security in respect of the Borrower’s liabilities under
      the Finance
Documents.

            


    

     

    
      	
              15.3

            	
              Requirement
      for additional documents. The Borrower shall not be deemed to have
      complied with Clause 15.1 (i) above until the Agent has received in
      connection with the additional security certified copies of documents of
      the kinds referred to in paragraphs 3, 4 and 5 of Schedule 4, Part A and
      such legal opinions in terms acceptable to the Majority Lenders from such
      lawyers as they may
select.

            


    

     

    
      	
              15.4

            	
              Valuation
      of Ship. The market value of a Ship at any date is that shown by
      valuation of that Ship
  prepared:

            


    

     

    
      	
              (a)

            	
              as
      at a date not more than 15 days
previously;

            


    

     

    
      	
              (b)

            	
              addressed
      to the Agent;

            


    

     

    
      	
              (c)

            	
              by
      an independent ship sale and purchase broker appointed or approved by the
      Agent;

            


    

     

    
      	
              (d)

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

            


    

     

    
      	
              (e)

            	
              on
      the basis of a sale for prompt delivery for cash on normal arm’s length
      commercial terms as between a willing seller and a willing buyer, free of
      any existing charter or other contract of employment;
  and

            
	 	 
	(f) 	after
      deducting the estimated amount of the usual and reasonable expenses which
      would be incurred in connection with the
sale.


    

     

    
      	
              15.5

            	
              Value
      of additional security. The net realisable value of any additional
      security which is provided under Clause 15.1 and which consists of a
      Security Interest over a vessel shall be that shown by a valuation
      complying with the requirements of Clause
      15.4.

            


    

     

    
      	
              15.6

            	
              Valuations
      binding. Any valuation under Clause 15.1(i), 15.4 or 15.5 shall be
      binding and conclusive as regards the Borrower (save in the case of
      manifest error) as shall be any valuation which the Majority Lenders make
      of a security which does not consist of or include a Security
      Interest.

            


    

     

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

     

     

    
      	
              15.7

            	
              Provision
      of information. The Borrower shall promptly provide the Agent and
      any Independent Ship sale and purchase broker or expert acting under
      Clause 15.4 or 15.5 with any information which the Agent or broker or
      expert may request for the purposes of the valuation; and, if the Borrower
      fails to provide the information within 3 Business Days following such
      request, the valuation may be made on any basis and assumptions which the
      independent ship sale and purchase broker or the Majority Lenders (or the
      expert appointed by them) consider
      prudent.

            


    

     

    
      	
              15.8

            	
              Payment
      of valuation expenses. Without prejudice to the generality of the
      Borrower’s obligations under Clauses 20.2, 20.3 and 21.3, the Borrower
      shall, on demand, pay the Agent the amount of the fees and expenses of the
      broker instructed by the Agent under this
      Clause.

            


    

     

    
      	
              15.9

            	
              Frequency
      of valuations. The Borrower acknowledges and agrees that the Agent
      may commission valuations of each Ship, or, as the case may be, the Fleet
      Vessels at such times as the Lender shall reasonably deem necessary and,
      in any event, not less than once during each 12-month of the Security
      Period.

            


    

     

    
      	
              16

            	
              PAYMENTS
      AND CALCULATIONS

            


    

     

    
      	
              16.1

            	
              Currency
      and method of payments. All payments to be
made:

            


    

     

    
      	
              (a)

            	
              by
      the Lenders to the Agent; or

            


    

     

    
      	
              (b)

            	
              by
      the Borrower to the Agent, the Security Trustee or any
    Lender

            


    

     

    under a
Finance Document shall be made to the Agent or to the Security Trustee, in the
case of an amount payable to it:

     

    
      	
               
      

            	
              (i)

            	
              by
      not later than 11.00 a.m. (Piraeus time) on the due
  date;

            


    

     

    
      	
               
      

            	
              (ii)

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

            


    

     

    
      	
               
      

            	
              (iii)

            	
              if
      in Dollars, to the account of the Agent at Bank of New York, USA or credit
      to the account of the Lender (account number 8033138548) or to such other
      account with such other bank as the Agent may from time to time notify to
      the Borrower and the other Creditor Parties;
and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              in
      the case of an amount payable to the Security Trustee, to such account as
      it may from time to time notify to the Borrower and the other Creditor
      Parties.

            


    

     

    
      	
              16.2

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

            


    

     

    
      	
              (a)

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

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


    

     

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

     

    
      	
              16.3

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

            


    

     

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

     

     

    
      	
              16.4

            	
              Distribution
      of payments to Creditor Parties. Subject to Clauses 16.5, 16.6 and
      16.7 any amount received by the Agent under a Finance Document for
      distribution or remittance to a Lender, or the Swap Banks or the Security
      Trustee shall be made available by the Agent to that Lender or, as the
      case may be, the Security Trustee or the Swap Banks by payment, with funds
      having the same value as the funds received, to such account as the
      Lender, or the Security Trustee or the Swap Banks may have notified to the
      Agent not less than 5 Business Days
      previously.

            


    

     

    
      	
              16.5

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

            


    

     

    
      	
              16.6

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

            


    

     

    
      	
              16.7

            	
              Refund
      to Agent of monies not received. If and to the extent that the
      Agent makes available a sum to the Borrower or a Lender or either Swap
      Bank, without first having received that sum, the Borrower or (as the case
      may be) the Lender concerned or that Swap Bank shall, on
      demand:

            


    

     

    
      	
              (a)

            	
              refund
      the sum in full to the Agent; and

            


    

     

    
      	
              (b)

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

            


    

     

    
      	
              16.8

            	
              Agent
      may assume receipt. Clause 16.7 shall not affect any claim which
      the Agent has under the law of restitution, and applies irrespective of
      whether the Agent had any form of notice that it had not received the sum
      which it made
available.

            


    

     

    
      	
              16.9

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

            


    

     

    
      	
              16.10

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

            


    

     

    
      	
              16.11

            	
              Accounts
      prima facie evidence. If any accounts maintained under Clauses 16.9
      and 16.10 show an amount to be owing by the Borrower or a Security Party
      to a Creditor Party, those accounts shall, absent manifest error, be prima
      facie evidence that that amount is owing to that Creditor
      Party.

            


    

     

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

     

     

    
      	
              17

            	
              APPLICATION
      OF RECEIPTS

            


    

     

    
      	
              17.1

            	
              Normal
      order of application. Except as any Finance Document may otherwise
      provide, any sums which are received or recovered by any Creditor Party
      under or by virtue of any Finance Document shall be
      applied:

            


    

     

    
      	
              (a)

            	
              FIRST:
      in or towards satisfaction of any amounts then due and payable under the
      Finance Documents in the following order and
  proportions:

            


    

     

    
      	
               
      

            	
              (i)

            	
              first,
      in or towards satisfaction pro rata of all amounts then due and payable to
      the Creditor Parties under the Finance Documents and the Master Agreement
      other than those amounts referred to at paragraphs (ii) and (iii)
      (including, but without limitation, all amounts payable by the Borrower
      under Clauses 20, 21 and 22 of this Agreement or by the Borrower or any
      Security Party under any corresponding or similar provision in any other
      Finance Document or in the Master
Agreement;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              secondly,
      in or towards satisfaction pro rata of any and all amounts of interest or
      default interest payable to the Creditor Parties under the Finance
      Documents and the Master Agreement (and, for this purpose, the expression
      “interest” shall include any net amount which the Borrower shall have
      become liable to pay or deliver under section 2(e) (Obligations) of the
      Master Agreement but shall have failed to pay or deliver to the Lender at
      the time of application or distribution under this Clause 17);
      and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              thirdly,
      in or towards satisfaction pro rata of the Loan and the Swap Exposure
      calculated as at the actual Early Termination Date applying to each
      particular Designated Transaction, or if no such Early Termination Date
      shall have occurred, calculated as if an Early Termination Date occurred
      on the date of application or distribution
  hereunder);

            


    

     

    
      	
              (b)

            	
              SECONDLY:
      in retention of an amount equal to any amount not then due and payable
      under any Finance Document but which the Agent, by notice to the Borrower,
      the Security Parties and the other Creditor Parties, states in its opinion
      will or may become due and payable in the future and, upon those amounts
      becoming due and payable, in or towards satisfaction of them in accordance
      with the foregoing provisions of this Clause;
  and

            


    

     

    
      	
              (c)

            	
              THIRDLY:
      any surplus shall be paid to the Borrower or to any other person appearing
      to be entitled to it.

            


    

     

    
      	
              17.2

            	
              Variation
      of order of application. The Agent may, with the authorisation of
      all the Lenders and the Swap Banks by notice to the Borrower, the Security
      Parties and the other Creditor Parties provide for a different manner of
      application from that set out in Clause 17.1 either as regards a specified
      sum or sums or as regards sums in a specified category or
      categories.

            


    

     

    
      	
              17.3

            	
              Notice
      of variation of order of application. The Agent may give notices
      under Clause 17.2 from time to time; and such a notice may be stated to
      apply not only to sums which may be received or recovered in the future,
      but
      also to any sum which has been received or recovered on or after
      the third Business Day before the date on which the notice is
      served.

            


    

     

    
      	
              17.4

            	
              Appropriation
      rights overridden. This Clause 17 and any notice which the Agent
      gives under Clause 17.3 shall override any right of appropriation
      possessed, and any appropriation made, by the Borrower or any Security
      Party.

            


    

     

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

     

     

    
      	
              18

            	
              APPLICATION
      OF EARNINGS

            


    

     

    
      	
              18.1

            	
              Payment
      of Earnings. The Borrower undertakes with each Creditor Party to
      ensure that throughout the Security Period (subject only to provisions of
      the relevant General Assignment), all the Earnings of each Ship are paid
      to the Earnings Account for that
Ship.

            


    

     

    
      	
              18.2

            	
              Location
      of accounts. The Borrower shall
  promptly:

            


    

     

    
      	
              (a)

            	
              comply,
      and ensure that the Owners comply, with any requirement of the Agent as to
      the location or re-location of any
Account;

            


    

     

    
      	
              (b)

            	
              execute,
      and ensure that the Owners execute, any documents which the Agent
      specifies to create or maintain in favour of the Security Trustee a
      Security Interest over (and/or rights of set-off, consolidation or other
      rights in relation to) the Accounts (or any of
  them).

            


    

     

    
      	
              18.3

            	
              Interest
      accrued on Accounts. Any credit balance on the Accounts shall bear
      interest at the rate from time to time offered by the Agent to its
      customers for Dollar deposits of similar amounts and for periods similar
      to those for which such balances appear to the Agent likely to remain on
      that Account.

            


    

     

    
      	
              18.4

            	
              Release
      of accrued interest. Interest accruing under Clause 18.3 shall be
      freely available to the
Owners.

            


    

     

    
      	
              18.5

            	
              Debits
      for expenses etc. The Agent shall be authorised by the Borrower
      (but not obliged) from time to time to debit the Earnings Account or (in
      its discretion) the Cash Collateral Account without prior notice in order
      to discharge any amount due and payable under Clause 20 or 21 to a
      Creditor Party or payment of which any Creditor Party has become entitled
      to demand under Clause 20 or
21.

            


    

     

    
      	
              18.6

            	
              Borrower’s
      obligations unaffected. The provisions of this Clause 18 do not
      affect:

            


    

     

    
      	
              (a)

            	
              the
      liability of the Borrower to make payments of principal and interest on
      the due dates; or

            


    

     

    
      	
              (b)

            	
              any
      other liability or obligation of the Borrower or any Security Party under
      any Finance Document.

            


    

     

    
      	
              19

            	
              EVENTS
      OF DEFAULT

            


    

     

    
      	
              19.1

            	
              Events
      of Default. An Event of Default occurs
  if

            


    

     

    
      	
              (a)

            	
              the
      Borrower or any Security Party fails to pay when due or (if so payable) on
      demand within 2 Business Days of such demand any sum payable under a
      Finance Document or under any document relating to a Finance Document
      unless such failure is due to a bank payment transmission error;
      or

            


    

     

    
      	
              (b)

            	
              any
      breach occurs of Clause 9.2, 11.2, 11.3, 11.17, 12.2, 12.3, 12.5, 12.7,
      12.8, 13.2, 15.1 or 18.1; or

            


    

     

    
      	
              (c)

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

            


    

     

    
      	
              (d)

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

            


    

     

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (e)

            	
              any
      representation, warranty or statement made by, or by an officer of, the
      Borrower or a Security Party in a Finance Document or in a Drawdown Notice
      or any other notice or document relating to a Finance Document is untrue
      or misleading when it is made; or

            


    

     

    
      	
              (f)

            	
              any
      of the following occurs in relation to any Financial Indebtedness of a
      Relevant Person (exceeding, in the case of the Borrower, $1,000,000 in
      aggregate (or the equivalent in any other
  currency)):

            


    

     

    
      	
               
      

            	
              (i)

            	
              any
      Financial Indebtedness of a Relevant Person is not paid when due or, if so
      payable, on demand; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      Financial Indebtedness of a Relevant Person becomes due and payable or
      capable of being declared due and payable prior to its stated maturity
      date as a consequence of any event of default;
  or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              a
      lease, hire purchase agreement or charter creating any Financial
      Indebtedness of a Relevant Person is terminated by the lessor or owner or
      becomes capable of being terminated as a consequence of any termination
      event; or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              any
      overdraft, loan, note issuance, acceptance credit, letter of credit,
      guarantee, foreign exchange or other facility, or any swap or other
      derivative contract or transaction, relating to any Financial Indebtedness
      of a Relevant Person ceases to be available or becomes capable of being
      terminated as a result of any event of default, or cash cover is required,
      or becomes capable of being required, in respect of such a facility as a
      result of any event of default; or

            


    

     

    
      	
               
      

            	
              (v)

            	
              any
      Security Interest securing any Financial Indebtedness of a Relevant Person
      becomes enforceable; or

            


    

     

    
      	
              (g)

            	
              any
      of the following occurs in relation to a Relevant
  Person:

            


    

     

    
      	
               
      

            	
              (i)

            	
              a
      Relevant Person becomes, in the opinion of the Majority Lenders, unable to
      pay its debts as they fall due; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      assets of a Relevant Person are subject to any form of execution,
      attachment, arrest, sequestration or distress in respect of a sum of, or
      sums aggregating, $1,000,000 or more or the equivalent in another
      currency; or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              any
      administrative or other receiver is appointed over any asset of a Relevant
      Person; or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              a
      Relevant Person makes any formal declaration of bankruptcy or any formal
      statement to the effect that it is insolvent or likely to become
      insolvent, or a winding up or administration order is made in relation to
      a Relevant Person, or the members or directors of a Relevant Person pass a
      resolution to the effect that it should be wound up, placed in
      administration or cease to carry on business, save that this paragraph
      does not apply to a fully solvent winding up of a Relevant Person other
      than the Borrower which is, or is to be, effected for the purposes of an
      amalgamation or reconstruction previously approved by the Majority Lenders
      and effected not later than 3 months after the commencement of the winding
      up; or

            


    

     

    
      	
               
      

            	
              (v)

            	
              a
      petition is presented in any Pertinent Jurisdiction for the winding up or
      administration, or the appointment of a provisional liquidator, of a
      Relevant Person; or

            


    

     

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
              (vi)

            	
              a
      Relevant Person petitions a court, or presents any proposal for, any form
      of judicial or non-judicial suspension or deferral of payments,
      reorganisation of its debt (or certain of its debt) or arrangement with
      all or a substantial proportion (by number or value) of its creditors or
      of any class of them or any such suspension or deferral of payments,
      reorganisation or arrangement is effected by court order, contract or
      otherwise; or

            


    

     

    
      	
               
      

            	
              (vii)

            	
              any
      meeting of the members or directors of a Relevant Person is summoned for
      the purpose of considering a resolution or proposal to authorise or take
      any action of a type described in paragraphs (iii), (iv), (v) or (vi)
      above; or

            
	 	 	 
	 	
              (viii)

            	
              in
      a Pertinent Jurisdiction other than England, any event occurs or any
      procedure is commenced which, in the opinion of the Majority Lenders, is
      similar to any of the foregoing; or

            


    

     

    
      	
              (h)

            	
              the
      Borrower or any Security Party ceases or suspends carrying on or changes
      the nature of its business or a part of its business which, in the opinion
      of the Majority Lenders, is material in the context of this Agreement;
      or

            


    

     

    
      	
              (i)

            	
              it
      becomes unlawful in any Pertinent Jurisdiction or
    impossible:

            


    

     

    
      	
               
      

            	
              (i)

            	
              for
      the Borrower or any Security Party to discharge any liability under a
      Finance Document or to comply with any other obligation which the Majority
      Lenders consider material under a Finance Document;
  or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              for
      the Agent, the Security Trustee or the Lenders or the Swap Banks to
      exercise or enforce any right under, or to enforce any Security Interest
      created by, a Finance Document; or

            


    

     

    
      	
              (j)

            	
              any
      consent necessary to enable any Owner to own, operate or charter a Ship or
      to enable the Borrower or any Security Party to comply with any provision
      which the Majority Lenders consider material of a Finance Document is not
      granted, expires without being renewed, is revoked or becomes liable to
      revocation or any condition of such a consent is not fulfilled;
      or

            


    

     

    
      	
              (k)

            	
              without
      the prior consent of the Agent (acting upon the instructions of the
      Majority Lenders), Mr, Prokopios Tsirigakis ceases to be, at any time
      during the Security Period, the Chief Executive Officer of the Borrower;
      or

            


    

     

    
      	
              (l)

            	
              the
      shares of the Borrower cease to be quoted on the Nasdaq National Market in
      New York or any other international recognised stock exchange acceptable
      to the Lenders; or

            


    

     

    
      	
              (m)

            	
              without
      the prior written consent of the Majority Lenders, a change has occurred
      after the date of this Agreement in the ownership of any of the shares in
      any Owner or in the ultimate control of the voting rights attaching to any
      of those shares; or

            


    

     

    
      	
              (n)

            	
              an
      Event of Default (as defined in section 14 of the Master Agreement)
      occurs; or

            


    

     

    
      	
              (o)

            	
              either
      Master Agreement is terminated, cancelled, suspended, rescinded or revoked
      or otherwise ceases to remain in full force and effect for any reason
      except with the consent of the relevant Swap Bank;
  or

            


    

     

    
      	
              (p)

            	
              any
      Initial Charterparty is terminated, cancelled, suspended, rescinded or
      revoked or otherwise ceases to remain in full force and effect for any
      reason except with the consent of the Agent (acting upon the authorisation
      of the Majority Lenders) or by effluxion of time unless a replacement
      charter in all respects acceptable to the Lender, to be made between the
      relevant Owner and a charterer acceptable to the Lender, is effected
      within 60 days of the cancellation or termination of the Initial
      Charterparty or the date on which the Initial Charterparty ceases to
      remain in full force and effect or being negotiated;
  or

            


    

     

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (q)

            	
              any
      provision which the Majority Lenders consider material of a Finance
      Document proves to have been or becomes invalid or unenforceable, or a
      Security Interest created by a Finance Document proves to have been or
      becomes invalid or unenforceable or such a Security Interest proves to
      have ranked after, or loses its priority to, another Security Interest or
      any other third party claim or interest;
or

            


    

     

    
      	
              (r)

            	
              the
      security constituted by a Finance Document is in any way imperilled or in
      jeopardy; or

            


    

     

    
      	
              (s)

            	
              any
      other event occurs or any other circumstances arise or develop including,
      without limitation:

            


    

     

    
      	
               
      

            	
              (i)

            	
              a
      change in the financial position, state of affairs or prospects of the
      Borrower or any Security Party; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      accident or other event involving any Ship or another vessel owned,
      chartered or
      operated by a Relevant
Person;

            


    

     

    in the
light of which the Majority Lenders consider that there is a significant risk
that the Borrower or any Security Party is, or will later become, unable to
discharge its liabilities under the Finance Documents as they fall
due.

     

    
      	
              19.2

            	
              Actions
      following an Event of Default. On, or at any time after, the
      occurrence of an Event of
Default:

            


    

     

    
      	
              (a)

            	
              the
      Agent may, and if so instructed by the Majority Lenders, the Agent
      shall:

            


    

     

    
      	
               
      

            	
              (i)

            	
              serve
      on the Borrower a notice stating that the Commitments and all other obligations
      of each Lender to the Borrower under this Agreement are terminated;
      and/or

            


    

    
    

     

    
      	
               
      

            	
              (ii)

            	
              serve
      on the Borrower a notice stating that the Loan, all accrued interest and
      all other amounts accrued or owing under this Agreement are immediately
      due and payable or are due and payable on demand;
  and/or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              take
      any other action which, as a result of the Event of Default or any notice
      served under paragraph (i) or (ii) above, the Agent and/or the Lenders are
      entitled to take under any Finance Document or any applicable law;
      and/or

            


    

     

    
      	
              (b)

            	
              the
      Security Trustee may, and if so instructed by the Agent, acting with the
      authorisation of the Majority Lenders, the Security Trustee shall take any
      action which, as a result of the Event of Default or any notice served
      under paragraph (a) (i) or (ii) above, the Security Trustee, the Agent
      and/or the Lenders and/or the Swap Banks are entitled to take under any
      Finance Document or any applicable
law.

            


    

     

    
      	
              19.3

            	
              Termination
      of Commitments. On the service of a notice under paragraph (a)(i)
      of Clause 19.2, the Commitments and all other obligations of each Lender
      to the Borrower under this Agreement shall
    terminate.

            


    

     

    
      	
              19.4

            	
              Acceleration
      of Loan. On the service of a notice under paragraph (a)(ii) of
      Clause 19.2, the Loan, all accrued interest and all other amounts accrued
      or owing from the Borrower or any Security Party under this Agreement and
      every other Finance Document shall become immediately due and payable or,
      as the case may be, payable on
demand.

            


    

     

    
      	
              19.5

            	
              Multiple
      notices; action without notice. The Agent may serve notices under
      paragraphs (a) (i) and (ii) of Clause 19.2 simultaneously or on different
      dates and it and/or the Security Trustee may take any action referred to
      in that Clause if no such notice is served or simultaneously with or at
      any time after the service of both or either of such
      notices.

            


    

     

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

     

     

    
      	
              19.6

            	
              Notification
      of Creditor Parties and Security Parties. The Agent shall send to
      each Lender, the Security Trustee and each Security Party a copy of the
      text of any notice which the Agent serves on the Borrower under Clause
      19.2; but the notice shall become effective when it is served on the
      Borrower, and no failure or delay by the Agent to send a copy of the text
      of the notice to any other person shall invalidate the notice or provide
      the Borrower or any Security Party with any form of claim or
      defence.

            


    

     

    
      	
              19.7

            	
              Lender’s
      rights unimpaired, Nothing in this Clause shall be taken to impair
      or restrict the exercise of any right given to individual Lenders under a
      Finance Document or the general law; and, in particular, this Clause is
      without prejudice to Clause
3.1.

            


    

     

    
      	
              19.8

            	
              Exclusion
      of Creditor Party Liability. No Creditor Party, and no receiver or
      manager appointed by the Security Trustee, shall have any liability to the
      Borrower or a Security
Party;

            


    

     

    
      	
              (a)

            	
              for
      any loss caused by an exercise of rights under, or enforcement of a
      Security Interest created by, a Finance Document or by any failure or
      delay to exercise such a right or to enforce such a Security Interest;
      or

            


    

     

    
      	
              (b)

            	
              as
      mortgagee in possession or otherwise, for any income or principal amount
      which might have been produced by or realised from any asset comprised in
      such a Security Interest or for any reduction (however caused) in the
      value of such an asset;

            


    

     

    except
that this does not exempt a Creditor Party or a receiver or manager from
liability for losses shown to have been caused by the gross negligence or the
wilful misconduct of such Creditor Party’s own officers and employees or (as the
case may be) such receiver’s or manager’s own partners or
employees.

     

    
      	
              19.9

            	
              Relevant
      Persons. In this Clause 19 “a
      Relevant Person” means the Borrower, a Security Party and any other
      member of the Group (but excluding any company which is dormant and the
      value of whose gross assets is $50,000 or
  less).

            


    

     

    
      	
              19.10

            	
              Position
      of Swap Banks. Neither the Agent nor the Security Trustee shall be
      obliged, in connection with any action taken or proposed to be taken under
      or pursuant to the foregoing provisions of this Clause 19, to have any
      regard to the requirements of either Swap Bank except to the extent that
      that Swap Bank is also a
Lender.

            


    

     

    
      	
              19.11

            	
              Interpretation.
      In Clause 19.1(f) references to an event of default or a
      termination event include any event, howsoever described, which is similar
      to an event of default in a facility agreement or a termination event in a
      finance lease; and in Clause 19.1(g) “petition” includes an
      application.

            


    

     

    
      	
              20

            	
              FEES
      AND EXPENSES

            


    

     

    
      	
              20.1

            	
              Commitment
      and participation fees. The Borrower shall pay to the
      Agent:

            


    

     

    
      	
              (a)

            	
              a
      commitment fee for distribution among the Lenders pro rata to their
      Commitments at the rate of 0.25 per cent. per annum on the aggregate
      undrawn amount of Tranche C and Tranche D from the date of this Agreement
      up to and including the earlier of (A) the Drawdown Date in respect of the
      second of Tranche C and Tranche D to be drawn down and (B)
      the last day of the Availability Period, such fee to be paid
      quarterly in arrears and on the last day of such
  period;

            


    

     

    
      	
              (b)

            	
              on
      the date of the Amending and Restating Agreement, a participation fee (to
      be distributed to HSH Nordbank AG) equal to 0.50 per cent, of HSH Nordbank
      AG’s Commitments; and

            


    

     

    
      	
              (c)

            	
              certain
      facility fees set out in the Fee
Letter.

            


    

     

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

     

     

    
      	
              20.2

            	
              Costs
      of negotiation, preparation etc. The Borrower shall pay to the
      Agent on its demand the amount of all expenses incurred by the Lenders,
      the Agent or the Security Trustee in connection with the negotiation,
      preparation, execution or registration of any Finance Document or any
      related document or with any transaction contemplated by a Finance
      Document or a related document (including, without limitation, any legal
      fees or expenses).

            


    

     

    
      	
              20.3

            	
              Costs
      of variations, amendments, enforcement etc. The Borrower shall pay
      to the Agent, on the Agent’s demand, the amount of all expenses
      (including, without limitation, any legal fees or expenses) incurred by a
      Lender or either Swap Bank in connection
  with:

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

            	
              any
      consent or waiver by the Lenders, the Majority Lenders or the Lender
      concerned under or in connection with a Finance Document, or any request
      for such a consent or waiver;

            


    

     

    
      	
              (c)

            	
              the
      valuation of any security provided or offered under Clause 15.8 or any
      other matter relating to such
security;

            


    

     

    
      	
              (d)

            	
              such
      circumstances where the Agent, in its absolute opinion, considers that
      there has been a material change to the insurances in respect of a Ship,
      the review of the insurances of that Ship pursuant to Clause
      13.18;

            


    

     

    
      	
              (e)

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

            


    

     

    There
shall be recoverable under paragraph (e) the full amount of all legal expenses,
whether or not such as would be allowed under rules of court or any taxation or
other procedure carried out under such rules.

     

    
      	
              20.4

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

            


    

     

    
      	
              20.5

            	
              Certification
      of amounts. A notice which is signed by two officers of a Creditor
      Party, which states that a specified amount, or aggregate amount, is due
      to that Creditor Party under this Clause 20 and which indicates (without
      necessarily specifying a detailed breakdown) the matters in respect of
      which the amount, or aggregate amount, is due shall be prima facie
      evidence that the amount, or aggregate amount, is
    due.

            


    

     

    
      	
              21

            	
              INDEMNITIES

            


    

     

    
      	
              21.1

            	
              Indemnities
      regarding borrowing and repayment of Loan. The Borrower shall fully
      indemnify the Agent and each Lender on the Agent’s demand and the Security
      Trustee on its demand in respect of all expenses, liabilities and losses
      which are incurred by that Creditor Party, or which that Creditor Party
      reasonably and with due diligence estimates that it will incur (including
      but not limited to, costs and expenses in respect of the enforcement of
      the Creditor Parties’ rights under this Agreement or any other Finance
      Document and the application of any receipts pursuant to such enforcement
      proceedings) as a result of or in connection
      with:

            


    

     

    
      	
              (a)

            	
              a
      Tranche not being borrowed on the date specified in the Drawdown Notice
      for that Tranche for any reason other than a default by the Lender
      claiming the indemnity;

            


    

     

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (b)

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

            


    

     

    
      	
              (c)

            	
              any
      failure (for whatever reason) by the Borrower to make payment of any
      amount due under a Finance Document on the due date or, if so payable, on
      demand (after giving credit for any default interest paid by the Borrower
      on the amount concerned under Clause
7);

            


    

     

    
      	
              (d)

            	
              the
      occurrence and/or continuance of an Event of Default or a Potential Event
      of Default and/or the acceleration of repayment of the Loan under Clause
      19;

            


    

     

    and in
respect of any tax (other than tax on its overall net income) for which a
Creditor Party is liable in connection with any amount paid or payable to that
Creditor Party (whether for its own account or otherwise) under any Finance
Document.

     

    
      	
              21.2

            	
              Breakage
      costs. Without limiting its generality, Clause 21.1 covers any
      liability, expense or loss, including a loss of a prospective profit,
      incurred by a Lender:

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

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

            


    

     

    
      	
              21.3

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

            


    

     

    
      	
              (a)

            	
              any
      action taken, or omitted or neglected to be taken, under or in connection
      with any Finance Document by the Agent, the Security Trustee or any other
      Creditor Party or by any receiver appointed under a Finance
      Document;

            


    

     

    
      	
              (b)

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

            


    

     

    other than claims,
expenses, liabilities and losses which are shown to have been directly and
mainly caused by the dishonesty or wilful misconduct of a Creditor Party’s
officers or employees.

     

    Without
prejudice to its generality, this Clause 21.3 covers any claims, expenses,
liabilities and losses which arise, or are asserted, under or in connection with
any law relating to safety at sea, the ISM Code, the ISPS Code or any
Environmental Law.

     

    
      	
              21.4

            	
              Extension
      of indemnities; environmental indemnity. Without prejudice to its
      generality, Clause 21.3
covers:

            


    

     

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (a)

            	
              any
      matter which would be covered by Clause 21.3 if any of the references in
      that Clause to a Lender were a reference to the Agent or (as the case may
      be) to the Security Trustee; and

            


    

     

    
      	
              (b)

            	
              any
      liability items which arise, or are asserted, under or in connection with
      any law relating to safety at sea, pollution or the protection of the
      environment.

            


    

     

    
      	
              21.5

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

            


    

     

    
      	
              (a)

            	
              making
      or lodging any claim or proof against the Borrower or any Security Party,
      whether in its liquidation, any arrangement involving it or otherwise;
      or

            


    

     

    
      	
              (b)

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

            


    

     

    
      	
              (c)

            	
              enforcing
      any such order or judgment;

            


    

     

    the
Borrower shall indemnify the Creditor Party concerned against the loss arising
when the amount of the payment actually received by that Creditor Party is
converted at the available rate of exchange into the Contractual
Currency.

     

    In this
Clause 21.5, the “available
rate of exchange” means the rate at which the Creditor Party concerned is
able at the opening of business (Hamburg time) on the Business Day after it
receives the sum concerned to purchase the Contractual Currency with the Payment
Currency.

     

    This
Clause 21.5 creates a separate liability of the Borrower which is distinct from
its other liabilities under the Finance Documents and which shall not be merged
in any judgment or order relating to those other liabilities.

     

    
      	
              21.6

            	
              Certification
      of amounts. A notice which is signed by 2 officers of a Creditor
      Party, which states that a specified amount, or aggregate amount, is due
      to that Creditor Party under this Clause 21 and which indicates (without
      necessarily specifying a detailed breakdown) the matters in respect of
      which the amount, or aggregate amount, is due shall be prima facie
      evidence that the amount, or aggregate amount, is
    due.

            


    

     

    
      	
              21.7

            	
              Application
      to Master Agreement. For the avoidance of doubt, Clause 21.5 does
      not apply in respect of sums due from the Borrower to either Swap Bank
      under or in connection with the Master Agreement to which it is a party as
      to which sums the provisions of section 8 (Contractual Currency) of that
      Master Agreement shall
apply.

            


    

     

    
      	
              21.8

            	
              Sums
      deemed due to a Lender. For the purposes of this Clause 21, a sum
      payable by the Borrower to the Agent or the Security Trustee for
      distribution to a Lender shall be treated as a sum due to that
      Lender.

            


    

     

    
      	
              22

            	
              NO
      SET-OFF OR TAX DEDUCTION

            


    

     

    
      	
              22.1

            	
              No
      deductions.  All
      amounts due from the Borrower under a Finance Document shall
      be paid:

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

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

            


    

     

     

    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    

     

     

    
      	
              22.2

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

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

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

            


    

     

    
      	
              (c)

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

            


    

     

    
      	
              22.3

            	
              Evidence
      of payment of taxes. Within 1 month after making any tax deduction,
      the Borrower concerned shall deliver to the Agent documentary evidence
      satisfactory to the Agent that the tax had been paid to the appropriate
      taxation authority.

            


    

     

    
      	
              22.4

            	
              Exclusion
      of tax on overall net income. In this Clause 22 “tax
      deduction” means any deduction or withholding for or on account of
      any present or future tax except tax on a Creditor Party’s overall net
      income.

            


    

     

    
      	
              22.5

            	
              Application
      to Master Agreement. For the avoidance of doubt, Clause 22 does not
      apply in respect of sums due from the Borrower under or in connection with
      the Master Agreement as to which sums the provisions of section 2(d)
      (Deduction or Withholding for Tax) of the Master Agreement shall
      apply.

            


    

     

    
      	
              23

            	
              ILLEGALITY,
      ETC

            


    

     

    
      	
              23.1

            	
              Illegality.
      This Clause 23 applies if a Lender (the “Notifying
      Lender”) notifies the Agent that it has become, or will with effect
      from a specified date,
become:

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

            	
              contrary
      to, or inconsistent with, any
regulation,

            


    

     

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

     

    
      	
              23.2

            	
              Notification
      of illegality. The Agent shall promptly notify the Borrower, the
      Security Parties, the Security Trustee and the other Lenders of the notice
      under Clause 23.1 which the Agent receives from the Notifying
      Lender.

            


    

     

    
      	
              23.3

            	
              Prepayment;
      termination of Commitment. On the Agent notifying the Borrower
      under Clause 23.2, the Notifying Lender’s Commitment shall terminate; and
      thereupon or, if later, on the date specified in the Notifying Lender’s
      notice under Clause 23.1 as the date on which the notified event would
      become effective the Borrower shall prepay the Notifying Lender’s
      Contribution in accordance with Clause
8.

            


    

     

    
      	
              23.4

            	
              Mitigation.
      If circumstances arise which would result in a notification under
      Clause 23.1 then, without in any way limiting the rights of the Notifying
      Lender under Clause 23.3, the Notifying Lender shall use reasonable
      endeavours to transfer its obligations, liabilities and rights under this
      Agreement and the Finance Documents to another office or financial
      institution not affected by the circumstances but the Notifying Lender
      shall not be under any obligation to take any such action if, in its
      opinion, to do would or
might:

            


    

     

    
      	
              (a)

            	
              have
      an adverse effect on its business, operations or financial condition;
      or

            


    

     

     

    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (b)

            	
              involve
      it in any activity which is unlawful or prohibited or any activity that is
      contrary to, or inconsistent with, any regulation;
  or

            


    

     

    
      	
              (c)

            	
              involve
      it in any expense (unless indemnified to its satisfaction) or tax
      disadvantage.

            


    

     

    
      	
              24

            	
              INCREASED
      COSTS

            


    

     

    
      	
              24.1

            	
              Increased
      costs. This Clause 24 applies if a Lender (the “Notifying
      Lender”) notifies the Agent that the Notifying Lender considers
      that as a result of:

            


    

     

    
      	
              (a)

            	
              the
      introduction or alteration after the date of this Agreement of a law or
      regulation or an alteration after the date of this Agreement in the manner
      in which a law or regulation is interpreted or applied (disregarding any
      effect which relates to the application to payments under this Agreement
      of a tax on the Notifying Lender’s overall net income);
  or

            


    

     

    
      	
              (b)

            	
              the
      effect of complying with any law or regulation (including any which
      relates to capital adequacy or liquidity controls or which affects the
      manner in which the Notifying Lender allocates capital resources to its
      obligations under this Agreement (including, without limitation, any laws
      or regulations which shall replace, amend and/or supplement those set out
      in the statement of the Basle Committee on Banking Regulations and
      Supervisory Practices dated July 1988 and entitled “International
      Convergence of Capital Management and Capital Structures”)) which is
      introduced, or altered, or the interpretation or application of which is
      altered, after the date of this Agreement;
or

            


    

     

    
      	
              (c)

            	
              if
      the result of the implementation or application of or compliance with the
      “International Convergence of Capital Measurement and Capital Standards, a
      Revised Framework” published by the Basel Committee on Banking Supervision
      in June 2004 in the form existing on the date of this Agreement (the “Basel
      II Accord”) or any other law or regulation implementing the Basel
      II Accord or any of the approaches provided for and allowed to be used by
      banks under or in connection with the Basel II Accord in each case as from
      time to time implemented by any Creditor Party adopted by a Lender
      (whether such implementation, application or compliance is by a
      government, regulator, supervisory authority, the Lender or its holding
      company),

            


    

     

    is that
the Notifying Lender (or a parent company of it) has incurred or will incur an
“increased cost”, that is to say:

     

    
      	
               
      

            	
              (i)

            	
              an
      additional or increased cost incurred as a result of, or in connection
      with, the Notifying Lender having entered into, or being a party to, this
      Agreement or a Transfer Certificate, of funding or maintaining its
      Commitment or Contribution or performing its obligations under this
      Agreement, or of having outstanding all or any part of its Contribution or
      other unpaid sums; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              a
      reduction in the amount of any payment to the Notifying Lender under this
      Agreement or in the effective return which such a payment represents to
      the Notifying Lender or on its
capital;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              an
      additional or increased cost of funding all or maintaining all or any of
      the advances comprised in a class of advances formed by or including the
      Notifying Lender’s Contribution or (as the case may require) the
      proportion of that cost attributable to the Contribution;
    or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              a
      liability to make a payment, or a return foregone, which is calculated by
      reference to any amounts received or receivable by the Notifying Lender
      under this Agreement;

            


    

     

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    

     

     

    but not
an item attributable to a change in the rate of tax on the overall net income of
the Notifying Lender (or a parent company of it) or an item covered by the
indemnity for tax in Clause 21.1 or by Clause 22.

     

    For the
purposes of this Clause 24.1 the Notifying Lender may in good faith allocate or
spread costs and/or losses among its assets and liabilities (or any class
thereof) on such basis as it considers appropriate.

     

    
      	
              24.2

            	
              Notification
      to Borrower of claim for increased costs. The Agent shall promptly
      notify the Borrower and the Security Parties of the notice which the Agent
      received from the Notifying Lender under Clause
    24.1.

            


    

     

    
      	
              24.3

            	
              Payment
      of increased costs. The Borrower shall pay to the Agent, at the end
      of any Interest Period during which the Agent makes demand, for the
      account of the Notifying Lender, the amounts which the Agent from time to
      time notifies the Borrower that the Notifying Lender has specified to be
      necessary to compensate the Notifying Lender for the increased
      cost.

            


    

     

    
      	
              24.4

            	
              Notice
      of prepayment. If the Borrower is not willing to continue to
      compensate the Notifying Lender for the increased cost under Clause 24.3,
      the Borrower may give the Agent not less than 14 days’ notice of its
      intention to prepay the Notifying Lender’s Contribution at the end of an
      Interest Period.

            


    

     

    
      	
              24.5

            	
              Prepayment;
      termination of Commitment. A notice under Clause 24.4 shall be
      irrevocable; the Agent shall promptly notify the Notifying Lender of the
      Borrower’s notice of intended prepayment;
  and:

            


    

     

    
      	
              (a)

            	
              on
      the date on which the Agent serves that notice, the Commitment of the
      Notifying Lender shall be cancelled;
and

            


    

     

    
      	
              (b)

            	
              on
      the date specified in its notice of intended prepayment, the Borrower
      shall prepay (without premium or penalty) the Notifying Lender’s
      Contribution, together with accrued interest thereon at the applicable
      rate plus the applicable Margin.

            


    

     

    
      	
              24.6

            	
              Application
      of prepayment. Clause 8 shall apply in relation to the
      prepayment.

            


    

     

    
      	
              25

            	
              SET-OFF

            


    

     

    
      	
              25.1

            	
              Application
      of credit balances. Each Creditor Party may without prior
      notice:

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

            	
              for
      that purpose:

            


    

     

    
      	
               
      

            	
              (i)

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

            


    

     

    
      	
               
      

            	
              (ii)

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

            


    

     

    
      	
               
      

            	
              (iii)

            	
              enter
      into any other transaction or make any entry with regard to the credit
      balance which the Creditor Party concerned considers
      appropriate.

            


    

     

    
      	
              25.2

            	
              Existing
      rights unaffected. No Creditor Party shall be obliged to exercise
      any of its rights under Clause 25.1; and those rights shall be without
      prejudice and in addition to any right of set-off, combination of
      accounts, charge, lien or other right or remedy to which a Creditor Party
      is entitled (whether under the general law or any
      document).

            


    

     

     

    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

     

     

    
      	
              25.3

            	
              Sums
      deemed due to a Lender. For the purposes of this Clause 25, a sum
      payable by the Borrower to the Agent or the Security Trustee for
      distribution to, or for the account of, a Lender shall be treated as a sum
      due to that Lender; and each Lender’s proportion of a sum so payable for
      distribution to, or for the account of the Lenders shall be treated as a
      sum due to such Lender.

            


    

     

    
      	
              26

            	
              TRANSFERS
      AND CHANGES IN LENDING OFFICES

            


    

     

    
      	
              26.1

            	
              Transfer
      by Borrower. The Borrower may not, without the consent of the
      Agent, given on the instructions of all the
  Lenders:

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

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

            


    

     

    
      	
              26.2

            	
              Transfer
      by a Lender. Subject to Clause 26.5, a Lender (the “Transferor
      Lender”) may, with the prior consent of the Agent (such consent not
      to be unreasonably withheld), at any time
  cause:

            


    

     

    
      	
              (a)

            	
              its
      rights in respect of all or part of its Contribution;
  or

            


    

     

    
      	
              (b)

            	
              its
      obligations in respect of all or part of its Commitment;
  or

            


    

     

    
      	
              (c)

            	
              a
      combination of (a) and (b)

            


    

     

    to be (in
the case of its rights) transferred to, or (in the case of its obligations)
assumed by, another bank or financial institution (a “Transferee
Lender”) by delivering to the Agent a completed certificate in the form
set out in Schedule 4
with any modifications approved or required by the Agent (a “Transfer
Certificate”) executed by the Transferor Lender and the Transferee
Lender.

     

    However
any rights and obligations of the Transferor Lender in its capacity as Agent or
Security Trustee will have to be dealt with separately in accordance with the
Agency and Trust Deed.

     

    
      	
              26.3

            	
              Transfer
      Certificate, delivery and notification. As soon as reasonably
      practicable after a Transfer Certificate is delivered to the Agent, it
      shall (unless it has reason to believe that the Transfer Certificate may
      be defective):

            


    

     

    
      	
              (a)

            	
              sign
      the Transfer Certificate on behalf of itself, the Borrower, the Security
      Parties, the Security Trustee and each of the
  Lenders;

            


    

     

    
      	
              (b)

            	
              on
      behalf of the Transferee Lender, send to the Borrower and each Security
      Party letters or faxes notifying them of the Transfer Certificate and
      attaching a copy of it;

            


    

     

    
      	
              (c)

            	
              send
      to the Transferee Lender copies of the letters or faxes sent under
      paragraph (b) above.

            


    

     

    
      	
              26.4

            	
              Effective
      Date of Transfer Certificate. A Transfer Certificate becomes
      effective on the date, if any, specified in the Transfer Certificate as
      its effective date Provided
      that it is signed by the Agent under Clause 26.3 on or before that
      date.

            


    

     

    
      	
              26.5

            	
              No
      transfer without Transfer Certificate. No assignment or transfer of
      any right or obligation of a Lender under any Finance Document is binding
      on, or effective in relation to, the Borrower, any Security Party, the
      Agent or the Security Trustee unless it is effected, evidenced or
      perfected by a Transfer
Certificate.

            


    

     

     

    
      
        
        

      

      
        60

        
          

        

      

      
        
        

      

    

     

     

    
      	
              26.6

            	
              Lender
      re-organisation; waiver of Transfer Certificate. However, if a
      Lender enters into any merger, de-merger or other reorganisation as a
      result of which all its rights or obligations vest in another person (the
      “successor”),
      the successor shall automatically and without any further act being
      necessary become a Lender with the same Commitment and Contribution as
      were held by the predecessor
Lender.

            


    

     

    
      	
              26.7

            	
              Effect
      of Transfer Certificate. A Transfer Certificate takes effect in
      accordance with English law as
follows:

            


    

     

    
      	
              (a)

            	
              to
      the extent specified in the Transfer Certificate, all rights and interests
      (present, future or contingent) which the Transferor Lender has under or
      by virtue of the Finance Documents are assigned to the Transferee Lender
      absolutely, free of any defects in the Transferor Lender’s title and of
      any rights or equities which the Borrower or any Security Party had
      against the Transferor Lender;

            


    

     

    
      	
              (b)

            	
              the
      Transferor Lender’s Commitment is discharged to the extent specified in
      the Transfer Certificate;

            


    

     

    
      	
              (c)

            	
              the
      Transferee Lender becomes a Lender with the Contribution previously held
      by the Transferor Lender (or the part thereof specified in the Transfer
      Certificate) and a Commitment of an amount specified in the Transfer
      Certificate;

            


    

     

    
      	
              (d)

            	
              the
      Transferee Lender becomes bound by all the provisions of the Finance
      Documents which are applicable to the Lenders generally, including those
      about pro-rata sharing and the exclusion of liability on the part of, and
      the indemnification of, the Agent and the Security Trustee and, to the
      extent that the Transferee Lender becomes bound by those provisions (other
      than those relating to exclusion of liability), the Transferor Lender
      ceases to be bound by them;

            


    

     

    
      	
              (e)

            	
              any part of the Loan
      which the Transferee Lender advances after the Transfer Certificate’s
      effective date ranks in point of priority and security in the same way as
      it would have ranked had it been advanced by the transferor, assuming that
      any defects in the transferor’s title and any rights or equities of the
      Borrower or any Security Party against the Transferor Lender had not
      existed;

            


    

     

    
      	
              (f)

            	
              the
      Transferee Lender becomes entitled to all the rights under the Finance
      Documents which are applicable to the Lenders generally, including but not
      limited to those relating to the Majority Lenders and those under Clause
      5.5 and Clause 20, and to the extent that the Transferee Lender becomes
      entitled to such rights, the Transferor Lender ceases to be entitled to
      them; and

            


    

     

    
      	
              (g)

            	
              in
      respect of any breach of a warranty, undertaking, condition or other
      provision of a Finance Document or any misrepresentation made in or in
      connection with a Finance Document, the Transferee Lender shall be
      entitled to recover damages by reference to the loss incurred by it as a
      result of the breach or misrepresentation, irrespective of whether the
      original Lender would have incurred a loss of that kind or
      amount.

            


    

     

    The
rights and equities of the Borrower or any Security Party referred to above
include, but are not limited to, any right of set off and any other kind of
cross-claim.

     

    
      	
              26.8

            	
              Maintenance
      of register of Lenders. During the Security Period the Agent shall
      maintain a register in which it shall record the name, Commitment,
      Contribution and administrative details (including the lending office)
      from time to time of each Lender holding a Transfer Certificate and the
      effective date (in accordance with Clause 26.4) of the Transfer
      Certificate; and the Agent shall make the register available for
      inspection by any Lender, the Security Trustee and the Borrower during
      normal banking hours, subject to receiving at least 5 Business Days prior
      notice.

            


    

     

     

    
      
        
        

      

      
        61

        
          

        

      

      
        
        

      

    

     

     

    
      	
              26.9

            	
              Reliance
      on register of Lenders. The entries on that register shall, in the
      absence of manifest error, be conclusive in determining the identities of
      the Lenders and the amounts of their Commitments and Contributions and the
      effective dates of Transfer Certificates and may be relied upon by the
      Agent and the other parties to the Finance Documents for all purposes
      relating to the Finance
Documents.

            


    

     

    
      	
              26.10

            	
              Authorisation
      of Agent to sign Transfer Certificates. The Borrower, the Security
      Trustee and each Lender irrevocably authorise the Agent to sign Transfer
      Certificates on its behalf.

            


    

     

    
      	
              26.11

            	
              Registration
      fee. In respect of any Transfer Certificate, the Agent shall be
      entitled to recover a registration fee of $2,000 from the Transferor
      Lender or (at the Agent’s option) the Transferee
      Lender.

            


    

     

    
      	
              26.12

            	
              Sub-participation;
      subrogation assignment. A Lender may sub-participate all or any
      part of its rights and/or obligations under or in connection with the
      Finance Documents without the consent of, or any notice to, the Borrower,
      any Security Party, the Agent or the Security Trustee; and the Lenders may
      assign, in any manner and terms agreed by the Majority Lenders, the Agent
      and the Security Trustee, all or any part of those rights to an insurer or
      surety who has become subrogated to
them.

            


    

     

    
      	
              26.13

            	
              Disclosure
      of information. A Lender may disclose to a potential Transferee
      Lender or sub-participant any information which the Lender has received in
      relation to the Borrower, any Security Party or their affairs under or in
      connection with any Finance Document, unless the Lender has been expressly
      advised in writing by the Borrower that the information is of a
      confidential nature and may not be disclosed without the Borrower’s
      consent.

            


    

     

    
      	
              26.14

            	
              Change
      of lending office. A Lender may change its lending office by giving
      notice to the Agent and the change shall become effective on the later
      of:

            


    

     

    
      	
              (a)

            	
              the
      date on which the Agent receives the notice;
and

            


    

     

    
      	
              (b)

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

            


    

     

    
      	
              26.15

            	
              Notification.
      On receiving such a
      notice, the Agent shall notify the Borrower and the Security Trustee; and,
      until the Agent receives such a notice, it shall be entitled to assume
      that a Lender is acting through the lending office of which the Agent last
      had notice.

            


    

     

    
      	
              27

            	
              VARIATIONS
      AND WAIVERS

            


    

     

    
      	
              27.1

            	
              Variations,
      waivers etc. by Majority Lenders. Subject to Clause 27.2, a
      document shall be effective to vary, waive, suspend or limit any provision
      of a Finance Document, or any Creditor Party’s rights or remedies under
      such a provision or the general law, only if the document is signed, or
      specifically agreed to by fax, by the Borrower, by the Agent on behalf of
      the Majority Lenders, by the Agent and the Security Trustee in their own
      rights, and, if the document relates to a Finance Document to which a
      Security Party is party, by that Security Party.

            


    

     

    
      	
              27.2

            	
              Variations,
      waivers etc. requiring agreement of all Lenders. However, as
      regards the following, Clause 27.1 applies as if the words “by the Agent
      on behalf of the Majority Lenders” were replaced by the words “by or on
      behalf of every Lender and the Swap
  Banks”:

            


    

     

     

    
      
        
        

      

      
        62

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (a)

            	
              a
      change in the Margin or in the definition of
  LIBOR;

            


    

     

    
      	
              (b)

            	
              a
      change in the currency in which any Tranche is to be drawndown or repaid
      under this Agreement or in which any other payments are to be made under
      this Agreement and any of the other Finance
  Documents;

            


    

     

    
      	
              (c)

            	
              a
      change to the date for, or the amount of, any payment of principal,
      interest, fees, or other sum payable under this
  Agreement;

            


    

     

    
      	
              (d)

            	
              a
      change to any Lender’s Commitment;

            


    

     

    
      	
              (e)

            	
              an
      extension of the Availability
Period;

            


    

     

    
      	
              (f)

            	
              a
      change to the definition of “Majority Lenders” or “Finance
      Documents”;

            


    

     

    
      	
              (g)

            	
              a
      change to the preamble or to Clause 2, 3, 4, 5.1, 8.1, 8.2, 8.8, 15.1, 17,
      18, 19 or 30;

            


    

     

    
      	
              (h)

            	
              a
      change to this Clause 27;

            


    

     

    
      	
              (i)

            	
              any
      release of, or material variation to, a Security Interest, guarantee,
      indemnity or subordination arrangement set out in a Finance Document;
      and

            


    

     

    
      	
              (j)

            	
              any
      other change or matter as regards which this Agreement or another Finance
      Document expressly provides that each Lender’s consent is
      required.

            


    

     

    
      	
              27.3

            	
              Exclusion
      of other or implied variations. Except for a document which
      satisfies the requirements of Clauses 27.1 and 27.2, no document, and no
      act, course of conduct, failure or neglect to act, delay or acquiescence
      on the part of the Creditor Parties or any of them (or any person acting
      on behalf of any of them) shall result in the Creditor Parties or any of
      them (or any person acting on behalf of any of them) being taken to have
      varied, waived, suspended or limited, or being precluded (permanently or
      temporarily) from enforcing, relying on or
    exercising:

            


    

     

    
      	
              (a)

            	
              a
      provision of this Agreement or another Finance Document;
  or

            


    

     

    
      	
              (b)

            	
              an
      Event of Default; or

            


    

     

    
      	
              (c)

            	
              a
      breach by the Borrower or a Security Party of an obligation under a
      Finance Document or the general law;
or

            


    

     

    
      	
              (d)

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

            


    

     

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

     

    
      	
              28

            	
              NOTICES

            


    

     

    
      	
              28.1

            	
              General.
      Unless otherwise specifically provided, any notice under or in
      connection with any Finance Document shall be given by registered letter
      or fax; and references in the Finance Documents to written notices,
      notices in writing and notices signed by particular persons shall be
      construed
accordingly.

            


    

     

    
      	
              28.2

            	
              Addresses
      for communications. A notice shall be
      sent:

            


    

     

     

    
      
        
        

      

      
        63

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (a) 
      to the Borrower:

            	
              7
      Fragoklisias Street

              151
      25 Maroussi

              Athens

              Greece

               

              Fax
      No: +30 210 61 78 378

              Attn:
      the Chief Financial Officer

            
	 
      	 
      
	
              (b) 
      to a Lender:

            	
              At
      the address opposite its name in Schedule 1 or
      (as the case may require) in the relevant Transfer
      Certificate.

            
	 
      	 
      
	
              (c)    
      to the Agent:

            	
              Piraeus
      Bank A.E.

              47-49
      Akti Miaouli

              185
      36 Piraeus

              Greece

              Fax
      No: +30 210 429 2601

              Attn:
      Relationship Manager

            
	 
      	 
      
	
              (d)    
      to the Security Trustee:

            	
              Piraeus
      Bank A.E.

              47-49
      Akti Miaouli

              185
      36 Piraeus

              Greece

              Fax
      No: +30 210 429 2601

              Attn:
      Relationship Manager

            
	 
      	 
      
	
              (e)    
      to the First Swap Bank:

            	
              Piraeus
      Bank A.E.

              47-49
      Akti Miaouli

              185
      36 Piraeus

              Greece

              Fax
      No: +30 210 429 2601

              Attn:
      Relationship Manager

            
	 
      	 
      
	
              (f)    
      to the Second Swap Bank:

            	
              HSH
      Nordbank AG

              Martensdamm
      6

              D-24103
      Kiel

              Republic
      of Germany

               

              Fax
      No: +(49) 40 33 33 34 328

              Attn:
      Transaction Services, Derivatives

            
	 
      	 
      


    

    or to
such other address as the relevant party may notify the Agent or, if the
relevant party is the Agent or the Security Trustee, the Swap Banks, the
Borrower, the Lenders, and the Security Parties.

     

    
      	
              28.3

            	
              Effective
      date of notices. Subject to Clauses 28.4 and
      28.5:

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

            	
              a
      notice which is delivered by registered letter shall be deemed to be
      served, and shall take effect, 5 Business Days after being deposited in
      the post postage prepaid in an envelope addressed to it at the relevant
      address; and

            


    

     

    
      	
              (c)

            	
              a
      notice which is sent by fax shall be deemed to be served, and shall take
      effect, 2 hours after its transmission is
  completed.

            


    

     

    
      	
              28.4

            	
              Service
      outside business hours. However, if under Clause 28.3 a notice
      would be deemed to be
served:

            


    

     

     

    
      
        
        

      

      
        64

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

            	
              on
      such a business day, but after 5 p.m. local
  time;

            


    

     

    the
notice shall (subject to Clause 28.5) be deemed to be served, and shall take
effect, at 9 a.m. on the next day which is such a business day.

     

    
      	
              28.5

            	
              Illegible
      notices. Clauses 28.3 and 28.4 do not apply if the recipient of a
      notice notifies the sender within one hour after the time at which the
      notice would otherwise be deemed to be served that the notice has been
      received in a form which is illegible in a material
      respect.

            


    

     

    
      	
              28.6

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

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

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

            


    

     

    
      	
              28.7

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

            


    

     

    
      	
              28.8

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

            


    

     

    
      	
              29

            	
              SUPPLEMENTAL

            


    

     

    
      	
              29.1

            	
              Rights
      cumulative, non-exclusive. The rights and remedies which the
      Finance Documents give to each Creditor Party
  are:

            


    

     

    
      	
              (a)

            	
              cumulative;

            


    

     

    
      	
              (b)

            	
              may
      be exercised as often as appears expedient;
and

            


    

     

    
      	
              (c)

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

            


    

     

    
      	
              29.2

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

            


    

     

    
      	
              29.3

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

            


    

     

    
      	
              29.4

            	
              Counterparts.
      A Finance Document may be executed in any number of
      counterparts.

            


    

     

    
      	
              30

            	
              LAW
      AND JURISDICTION

            


    

     

    
      	
              30.1

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

            


    

     

     

    
      
        
        

      

      
        65

        
          

        

      

      
        
        

      

    

     

     

    
      	
              30.2

            	
              Exclusive
      English jurisdiction. Subject to Clause 303, the courts of England
      shall have exclusive jurisdiction to settle any disputes which may arise
      out of or in connection with this
  Agreement.

            


    

     

    
      	
              30.3

            	
              Choice
      of forum for the exclusive benefit of the Creditor Parties. Clause
      30.2 is for the exclusive benefit of the Creditor Parties, each of which
      reserves the right:

            


    

     

    
      	
              (a)

            	
              to
      commence proceedings in relation to any matter which arises out of or in
      connection with this Agreement in the courts of any country other than
      England and which have or claim jurisdiction to that matter;
      and

            


    

     

    
      	
              (b)

            	
              to
      commence such proceedings in the courts of any such country or countries
      concurrently with or in addition to proceedings in England or without
      commencing proceedings in England.

            


    

     

    The
Borrower shall not commence any proceedings in any country other than England in
relation to a matter which arises out of or in connection with this
Agreement.

     

    
      	
              30.4

            	
              Process
      agent. The Borrower irrevocably appoints Eurofin International Ltd,
      whose present address is Chelsea Harbour, London SW10 0XD, England, to act
      as its agent to receive and accept on its behalf any process or other
      document relating to any proceedings in the English courts which are
      connected with this
Agreement.

            


    

     

    
      	
              30.5

            	
              Creditor
      Party rights unaffected. Nothing in this Clause 30 shall exclude or
      limit any right which any Creditor Party may have (whether under the law
      of any country, an international convention or otherwise) with regard to
      the bringing of proceedings, the service of process, the recognition or
      enforcement of a judgment or any similar or related matter in any
      jurisdiction.

            


    

     

    
      	
              30.6

            	
              Meaning
      of “proceedings”. In this Clause 30, “proceedings”
      means proceedings of any kind, including an application for a
      provisional or protective
measure.

            


    

     

    AS
WITNESS the hands of the duly authorised officers or attorneys of the
parties the day and year first before written.

     

     

    
      
        
          
             

          

           


        

        
          66

          
            

          

        

        
           


        

      

    

     

    SCHEDULE
I

     

     

     

    LENDERS
AND COMMITMENTS

     

    
      	
              Lender

            	
              Lending
      Office

            	
              Commitment

              (US
      Dollars)

            
	 
      	 
      	 
      
	
              Piraeus
      Bank A.E.

            	
              47-49
      Akti Miaouli

              185
      36 Piraeus

              Greece

            	
              75,000,000

            
	 
      	 
      	 
      
	
              HSH
      Nordbank AG

            	
              Gerhart-Hauptmann-Platz
      50, 

              D-20095,
      Hamburg, Germany

            	
              75,000,000

            


    

     

    
      
        
          
             

          

           


        

        
          67

          
            

          

        

        
           


        

      

    

     

    SCHEDULE
2

     

    DETAILS
OF INITIAL CHARTERPARTIES

     

    
      	
              Ship

            	
              Hire

              Rate

              ($/day)

            	
              Actual
      or Estimated

              Delivery
      Date

            	
              Charter
      Period

              (months)

            	
              Charterer

            
	 
      	 
      	 
      	 
      	 
      
	
              “BETA”

            	
              106,500

            	
              Delivered
      on [●]

            	
              24
      to 26 months

            	
              Industrial
      Carriers Inc.

            
	 
      	 
      	 
      	 
      	 
      
	
              “OMICRON”

            	
              43,000

            	
              Delivered
      on [●]

            	
              34
      to 37 months

            	
              Global
      Maritime

              Investments
      Inc.

            
	 
      	 
      	 
      	 
      	 
      
	
              “SINFONIA”

            	
              100,000

            	
              Within
      3 Business

              Days
      of the Drawdown

              Date
      for Tranche A

            	
              11
      months

            	
              K
      Line

            
	 
      	 
      	 
      	 
      	 
      
	
              “STAR
      DELTA”

            	
              28,500

            	
              2-4
      January 2007

            	
              12
      to 13 months

            	
              TMT
      Co. Ltd.,

            
	 
      	 
      	 
      	 
      	 
      
	
              “STAR
      EPSILON”

            	
              24,510

            	
              2-4
      January 2007

            	
              23
      to 26 months

            	
              Essan

            
	 
      	 
      	 
      	 
      	 
      
	
              “STAR
      GAMMA”

            	
              24,336

            	
              6
      December 2007

            	
              23
      to 25 months

            	
              TMT
      Co. Ltd.,

            
	 
      	 
      	 
      	 
      	 
      
	
              “STAR
      THETA”

            	
              24,510

            	
              28
      December 2007

            	
              11
      to 13 months

            	
              Neptune
      Shipping S.A.

            
	 
      	 
      	 
      	 
      	 
      
	
              “STAR
      ZETA”

            	
              32,500

            	
              12
      December 2007

            	
              23
      to 25 months

            	
              Hyundai
      Merchant

              Marine
      Co., Ltd.

            


    

    


    


    
      
        
          
             

          

           


        

        
          68

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
3

    DRAWDOWN
NOTICE

     

    
      	
              To:

            	
              Piraeus
      Bank A.E.

            
	 	
              47-49
      Akti Miaouli 

              185
      36 Piraeus

            
	 	
              Greece

            


    

     

    
    

     

    
      	Attention: Loans Administration	
               [●] 2008

            


    

     

    DRAWDOWN
NOTICE

    


    
      	
              1

            	
              We
      refer to the loan agreement (as amended and supplemented by a supplemental
      letter dated 17 April 2008 and as further amended and restated by an
      amending and restating agreement dated [●] September 2008, the “Loan Agreement”) dated
      [●] 2008 and made between (i) ourselves as Borrower, (ii) the Lenders
      referred to therein, yourselves as Agent, Security Trustee and Swap Bank
      and (iv) HSH Nordbank AG as Swap Bank and in connection with a term loan
      facility of (originally) up to US$170,000,000 the maximum amount of which
      has pursuant to the aforesaid Amending and Restating Agreement been
      reduced to US$150,000,000. Terms defined in the Loan Agreement have their
      defined meanings when used in this Drawdown
  Notice.

            


    

     

    2          We
request to borrow Tranche [A] [B] [C] [D] as follows:

     

    
      	
              (a)

            	
              Amount
      of Tranche $[●];

            


    

     

    
      	
              (b)

            	
              Drawdown
      Date: [●] 2008;

            


    

     

    
      	
              (c)

            	
              Duration
      of the first Interest Period shall be [●]
  months;

            


    

     

    
      	
              (d)

            	
              Payment
      instructions: account of
      [                      ]
      and numbered
      [                           ]  with
      [              ]
      of
      [                      ].

            


    

     

    3          We
represent and warrant that:

     

    
      	
              (a)

            	
              the
      representations and warranties in Clause 10 of the Loan Agreement would
      remain true and not misleading if repeated on the date of this notice with
      reference to the circumstances now
existing;

            


    

     

    
      	
              (b)

            	
              no
      Event of Default or Potential Event of Default has occurred or will result
      from the borrowing of the Loan.

            


    

     

    4          This
notice cannot be revoked without the prior consent of the Majority
Lenders.

     

    
      	
              5

            	
              We
      authorise you to deduct any outstanding fees applicable to the Tranche
      referred to in Clause 20.1 from the amount of that
  Tranche.

            


    

     

    _________________________

    [Attorney-in-Fact]
[Director]

    for
and on behalf of

    STAR
BULK CARRIERS CORP.

    


    
      
        
          
             

          

           


        

        
          69

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
4

     

    CONDITION
PRECEDENT DOCUMENTS

     

    PART
A

     

    The
following are the documents referred to in Clause 9.1(a).

     

    
      	
              1

            	
              A
      duly executed original of each of:

            


    

     

    
      	
              (a)

            	
              this
      Agreement;

            


    

     

    
      	
              (b)

            	
              the
      Agency and Trust Deed;

            


    

     

    
      	
              (c)

            	
              the
      Guarantees; and

            


    

     

    
      	
              (d)

            	
              the
      Earnings Account Pledges.

            


    

     

    
      	
              2

            	
              Copies
      of the certificate of incorporation and constitutional documents of the
      Borrower and each Owner.

            


    

     

    
      	
              3

            	
              Copies
      of resolutions of the directors of the Borrower and the directors and
      shareholders of each Owner authorising the execution of each of the
      Finance Documents to which the Borrower or that Owner is a party and, in
      the case of the Borrower, authorising named officers to give the Drawdown
      Notices and other notices under this
Agreement.

            


    

     

    
      	
              4

            	
              The
      original of any power of attorney under which any Finance Document is
      executed on behalf of the Borrower or each
  Owner.

            


    

     

    
      	
              5

            	
              Copies
      of all consents which the Borrower or any Owner requires to enter into, or
      make any payment under, any Finance Document and, in the case of Star L,
      the MOA.

            


    

     

    
      	
              6

            	
              The
      originals of any mandates or other documents required in connection with
      the opening or operation of the each Earnings
  Account.

            


    

     

    
      	
              7

            	
              Evidence
      satisfactory to the Agent that each Owner is a direct or indirect
      wholly-owned subsidiary of the
Borrower.

            


    

     

    
      	
              8

            	
              A
      copy of the MOA and of all documents signed or issued by the parties
      thereto under or in connection with
it.

            


    

     

    
      	
              9

            	
              Such
      documentary evidence as the Agent and its legal advisers may require in
      relation to the due authorisation and execution of the MOA and all
      documents to be executed by the parties thereto under the
    MOA.

            


    

     

    
      	
              10

            	
              A
      copy of the Management Agreement in respect of each
  Ship.

            


    

     

    
      	
              11

            	
              All
      documentation required by each Creditor Party in relation to the Borrower
      and any Security Party pursuant to that Creditor Party’s “know your
      customer” requirements.

            


    

     

    
      	
              12

            	
              Documentary
      evidence that the agent for service of process named in Clause 30 has been
      appointed.

            


    

     

    
      	
              13

            	
              Favourable
      legal opinions from lawyers appointed by the Agent on such matters
      concerning the laws of the Marshall Islands and
      such other relevant jurisdictions as the Agent may
      require.

            


    

     

     

    
      
        
        

      

      
        70

        
          

        

      

      
        
        

      

    

     

     

    
      	
              14

            	
              If
      the Agent so requires, in respect of any of the documents referred to
      above, a certified English translation prepared by a translator approved
      by the Agent.

            


    

     

     

    PART
B

     

    The
following are the documents referred to in Clause 9.1(b).

     

    
      	
              1

            	
              A
      copy of the Initial Charterparty in relation to each Ship and of all
      documents signed or issued by the parties thereto under or in connection
      with that Initial Charterparty.

            


    

     

    
      	
              2

            	
              A
      duly executed original of the Mortgage, the General Assignment and the
      Charterparty Assignment relating to each Collateral Ship and SINFONIA (and
      of each document to be delivered under each of
  them);

            


    

     

    
      	
              3

            	
              Documentary
      evidence that:

            


    

     

    
      	
              (a)

            	
              “SINFONIA”
      has been unconditionally delivered by the Seller to, and accepted by, Star
      L under the MOA and the Contract Price (including any balance not being
      financed by Tranche A) has been duly paid, together with a copy of the
      bill of sale and the other documents delivered by the Seller
      thereunder;

            


    

     

    
      	
              (b)

            	
              each
      Collateral Ship is definitively and permanently registered in the name of
      the relevant Owner under an Approved
Flag;

            


    

     

    
      	
              (c)

            	
              each
      Collateral Ship is in the absolute and unencumbered ownership of the Owner
      thereof, save as contemplated by the Finance Documents applicable to that
      Ship;

            


    

     

    
      	
              (d)

            	
              each
      Collateral Ship maintains the highest available class with a first-class
      classification society which is a member of 1ACS as the Agent may approve
      free of all overdue recommendations and conditions of such classification
      society;

            


    

     

    
      	
              (e)

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

            


    

     

    
      	
              (f)

            	
              each
      Collateral Ship is insured in accordance with the provisions of this
      Agreement and all requirements therein in respect of insurances have been
      complied with; and

            


    

     

    
      	
              4

            	
              A
      duly executed original of each Manager’s Undertaking in relation to each
      Collateral Ship.

            


    

     

    
      	
              5

            	
              Copies
      of:

            


    

     

    
      	
              (a)

            	
              the
      document of compliance (DOC) and safety management certificate (SMC)
      referred to in paragraph (a) of the definition of the ISM Code
      Documentation and the ISSC in respect of each Collateral Ship and the
      relevant Approved Manager certified as true and in effect by the relevant
      Owner; and

            


    

     

    
      	
              (b)

            	
              the
      ISPS Code Documentation in respect of each Collateral Ship and the
      relevant Owner certified as true and in effect by that
    Owner.

            


    

     

    
      	
              6

            	
              A
      valuation (at the cost of the Borrower) of each Collateral Ship, addressed
      to the Agent, stated to be for the purpose of this Agreement and dated not
      earlier than 15 days before the Drawdown Date for Tranche A, each from an
      independent sale and purchase ship broker appointed by the Agent to be
      prepared in accordance with Clause 15.4 and showing that the aggregate
      Market Value of the Collateral Ships is in an amount satisfactory to the
      Agent.

            


    

     

     

    
      
        
        

      

      
        71

        
          

        

      

      
        
        

      

    

     

     

    
      	
              7

            	
              Favourable
      legal opinions from lawyers appointed by the Agent on such matters
      concerning the laws of Marshall Islands and such other relevant
      jurisdictions as the Agent may
require.

            


    

     

    
      	
              8

            	
              A
      favourable opinion from an independent insurance consultant acceptable to
      the Agent on such matters relating to the insurances of each Collateral
      Ship as the Agent may require.

            


    

     

    
      	
              9

            	
              If
      the Agent so requires, in respect of any of the documents referred to
      above, a certified English translation prepared by a translator approved
      by the Agent.

            


    

     

    Every
copy document delivered under this Schedule shall be certified as a true and up
to date copy by a director or the secretary (or equivalent officer) of the
Borrower or any other person acceptable to the Agent in its sole
discretion.

     

    PART
C

     

    The
following are the documents referred to in Clause 9.1(c).

     

    
      	
              1

            	
              A
      copy of the Initial Charterparty in relation to “OMICRON” (being a time
      charterparty of a duration of at least 30 months commencing on the date of
      this Agreement and for a net hire rate of at least $40,850 per calendar
      day) and of all documents signed or issued by the parties thereto under or
      in connection with that Initial
Charterparty.

            


    

     

    
      	
              2

            	
              A
      duly executed original of the Agency and Trust Deed, the Guarantees in
      respect of each Additional Owner and Star O, the Intercreditor Deed, the
      Cash Collateral Account Pledge, the Earnings Account Pledge in respect of
      Star O, the Master Agreements, the Master Agreement Assignments, the
      Mortgage and the General Assignment relating to each Additional Ship and
      “OMICRON” and the Charterparty Assignment relating to “OMICRON” (and of
      each document to be delivered under each of
  them).

            


    

     

    
      	
              3

            	
              The
      originals of any mandates or other documents required in connection with
      the opening or operating of the Cash Collateral Account and the Earnings
      Account in respect of Star O.

            


    

     

    
      	
              4

            	
              Evidence
      that the Borrower maintains Liquid Funds in an aggregate amount of at
      least $500,000 per Fleet Vessel (of which an amount of at least $500,000
      per Collateral Ship and “SINFONIA” is maintained in the Cash Collateral
      Account).

            


    

     

    
      	
              5

            	
              Documentary
      evidence that:

            


    

     

    
      	
              (a)

            	
              each
      Additional Ship and “OMICRON” is definitively and permanently registered
      in the name of the relevant Owner under an Approved
  Flag;

            


    

     

    
      	
              (b)

            	
              each
      Additional Ship and “OMICRON” is in the absolute and unencumbered
      ownership of the Owner thereof, save as contemplated by the Finance
      Documents applicable to that Ship;

            


    

     

    
      	
              (c)

            	
              each
      Additional Ship and “OMICRON” maintains the highest available class with a
      first- class classification society which is a member of IACS as the Agent
      may approve free of all overdue recommendations and conditions of such
      classification society;

            


    

     

    
      	
              (d)

            	
              the
      Mortgage relating to “OMICRON” has been duly registered against that Ship
      as a valid first priority or preferred ship mortgage in accordance with
      the laws of the relevant Approved Flag
State;

            


    

     

     

    
      
        
        

      

      
        72

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (e)

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

            


    

     

    
      	
              (f)

            	
              each
      Additional Ship and “OMICRON” is insured in accordance with the provisions
      of this Agreement and all requirements therein in respect of insurances
      have been complied with; and

            


    

     

    
      	
              6

            	
              A
      duly executed original of each Manager’s Undertaking in relation to
      “OMICRON”.

            


    

     

    
      	
              7

            	
              Copies
      of:

            


    

     

    
      	
              (a)

            	
              the
      document of compliance (DOC) and safety management certificate (SMC)
      referred to in paragraph (a) of the definition of the ISM Code
      Documentation and the ISSC in respect of each Additional Ship and
      “OMICRON” and the relevant Approved Manager certified as true and in
      effect by the relevant Owner; and

            


    

     

    
      	
              (b)

            	
              the
      ISPS Code Documentation in respect of each Additional Ship and “OMICRON”
      and the relevant Owner certified as true and in effect by that
      Owner.

            


    

     

    
      	
              8

            	
              A
      valuation (at the cost of the Borrower) of each Ship, addressed to the
      Agent, stated to be for the purpose of this Agreement and dated not
      earlier than 15 days before the Drawdown Date for Tranche C or, as the
      case may be, Tranche D, each from an independent sale and purchase ship
      broker appointed by the Agent to be prepared in accordance with Clause
      15.4 and showing that the aggregate Market Value of each Ship is in an
      amount satisfactory to the Agent.

            


    

     

    
      	
              9

            	
              Favourable
      legal opinions from lawyers appointed by the Agent on such matters
      concerning the laws of Marshall Islands and such other relevant
      jurisdictions as the Agent may
require.

            


    

     

    
      	
              10

            	
              A
      favourable opinion from an independent insurance consultant acceptable to
      the Agent on such matters relating to the insurances of each Ship as the
      Agent may require.

            


    

     

    
      	
              11

            	
              If
      the Agent so requires, in respect of any of the documents referred to
      above, a certified English translation prepared by a translator approved
      by the Agent.

            


    

     

     

    Every copy
document delivered under this Schedule shall be certified as a true and up to
date copy by a director or the secretary (or equivalent officer) of the Borrower
or any other person acceptable to the Agent in its sole
discretion.

     

     

    
 

    
      
        
        

      

      
        73

        
          

        

      

      
        
        

      

    

    
      
        
        

      

      
        74

      

      
        
        

      

    

     

    SCHEDULE
5

     

    TRANSFER
CERTIFICATE

     

     

     

    The
Transferor and the Transferee accept exclusive responsibility for ensuring that
this Certificate and the transaction to which it relates comply with all legal
and regulatory requirements applicable to them respectively.

     

     

    
      	
              To:

            	
              Piraeus
      Bank A.E. for itself and for and on behalf of the Borrower, each Security
      Party, the Security Trustee, the Swap Banks and each Lender, as defined in
      the Loan Agreement referred to
below.

            


    

     

    [                         ]

     

     

    
      	
              1  

            	
              This
      Certificate relates to a Loan Agreement (as amended and supplemented by a
      supplemental letter dated 17 April 2008 and as further amended and
      restated by an amending and restating agreement dated [●] September 2008,
      the “Loan
      Agreement”) dated [●] 2008 and made between (1) Star Bulk
      Carriers Corp. as borrower (the “Borrower”), (2) the banks and
      financial institutions named therein as Lenders, (3) Piraeus Bank A.E. as
      Agent, (4) Piraeus Bank A.E. as Security Trustee, (5) Piraeus Bank A.E. as
      Swap Bank and (6) HSH Nordbank as Swap Bank in respect of a term loan
      facility of (originally) up to US$170,000,000, the maximum amount of which
      facility has been reduced to US$150,000,000 pursuant to the aforesaid
      Amending and Restating Agreement.

            


    

     

    
      	
              2  

            	
              In
      this Certificate:

            


    

     

    “the
Relevant Parties” means the Agent, the Borrower, each Security
Party, the Security Trustee, the Swap Banks and each
Lender;

     

    “the
Transferor” means [full name] of [lending
office];

     

    “the
Transferee” means [full name] of [lending
office].

     

    Terms
defined in the Loan Agreement shall, unless the contrary intention appears, have
the same meanings when used in this Certificate.

     

    
      	
              3  

            	
              The
      effective date of this Certificate is ......200 Provided
      that this Certificate shall not come into effect unless it
      is signed by the Agent on or before that
date.

            


    

     

    
      	
              4  

            	
              The
      Transferor assigns to the Transferee absolutely all rights and interests
      (present, future or contingent) which the Transferor has as Lender under
      or by virtue of the Loan Agreement and every other Finance Document in
      relation to [        ] per cent.
      of the Contribution outstanding to the Transferor (or its predecessors in
      title) which is set out below:

            


    

     

    Contribution                                     Amount
transferred

     

     

    
      
        
        

      

      
        75

        
          

        

      

      
        
        

      

    

     

     

    
      	
              5  

            	
              By
      virtue of this Transfer Certificate and Clause 26 of the Loan Agreement,
      the Transferor is discharged [entirely from its Commitment which amounts
      to
      $[            
      ]] [from [     ] per cent. of its Commitment,
      which percentage represents
      $[          ]] and the
      Transferee acquires a Commitment of
      $[              
      ].

            


    

     

    
      	
              6  

            	
              The
      Transferee undertakes with the Transferor and each of the Relevant Parties
      that the Transferee will observe and perform all the obligations under the
      Finance Documents which Clause 26 of the Loan Agreement provides will
      become binding on it upon this Certificate taking
  effect.

            


    

     

    
      	
              7  

            	
              The
      Agent, at the request of the Transferee (which request is hereby made)
      accepts, for the Agent itself and for and on behalf of every other
      Relevant Party, this Certificate as a Transfer Certificate taking effect
      in accordance with Clause 26 of the Loan
  Agreement.

            


    

     

    
      	
              8  

            	
              The
      Transferor:

            
	 	 
	
              (a) 

            	(warrants
      to the Transferee and each Relevant
Party:


    

     

    
      	 	
              (i)  

            	
              that
      the Transferor has full capacity to enter into this transaction and has
      taken all corporate action and obtained all consents which are in
      connection with this transaction;
and

            


    

     

    
      	 	
              (ii)  

            	
              that
      this Certificate is valid and binding as regards the
      Transferor;

            


    

     

    
      	
              (b) 

            	
              warrants
      to the Transferee that the Transferor is absolutely entitled, free of
      encumbrances, to all the rights and interests covered by the assignment in
      paragraph 4 above;

            
	 	 
	
              (c) 

            	
              undertakes
      with the Transferee that the Transferor will, at its own expense, execute
      any documents which the Transferee reasonably requests for perfecting in
      any relevant jurisdiction the Transferee’s title under this Certificate or
      for a similar purpose. 

            
	 	 
	
              9 

            	
              The
      Transferee:

            


    

     

    
      	
              (a)  

            	
              confirms
      that it has received a copy of the Loan Agreement and each other Finance
      Document;

            
	 	 
	
              (b) 

            	
              agrees
      that it will have no rights of recourse on any ground against either the
      Transferor, the Agent, the Security Trustee, the Swap Banks or any Lender
      in the event that: 

            


    

     

    
      	 	
              (i)  

            	
              the
      Finance Documents prove to be invalid or
  ineffective,

            


    

     

    
      	 	
              (ii)  

            	
              the Borrower or any
      Security Party fails to observe or perform its obligations, or to
      discharge its liabilities, under the Finance
      Documents;

            


    

     

    
      	 	
              (iii)  

            	
              it
      proves impossible to realise any asset covered by a Security Interest
      created by a Finance Document, or the proceeds of such assets are
      insufficient to discharge the liabilities of the Borrower or any Security
      Party under the Finance Documents;

            


    

     

    
      
        	(c)	
                agrees that
      it will have no rights of recourse on any ground against the Agent, the
      Security Trustee, the Swap Banks or any Lender in the event that this
      Certificate proves to be invalid or ineffective;

              
	 	 
	(d)	
                warrants to
      the Transferor and each Relevant Party (i) that it has full capacity to
      enter into this transaction and has taken all corporate action and
      obtained all official consents which it needs to take or obtain in
      connection with this transaction; and (ii) that this Certificate is valid
      and binding as regards the Transferee;
  and

              


      

       

       

      
        
          
          

        

        
          76

          
            

          

        

        
          
          

        

      

       

       

      
        	(e)	
                confirms the
      accuracy of the administrative details set out below regarding the
      Transferee.

              


      

       

    

    
      	
              10  

            	
              The
      Transferor and the Transferee each undertake with the Agent and the
      Security Trustee severally, on demand, fully to indemnify the Agent and/or
      the Security Trustee in respect of any claim, proceeding, liability or
      expense (including all legal expenses) which they or either of them may
      incur in connection with this Certificate or any matter arising out of it,
      except such as are shown to have been mainly and directly caused by the
      gross and culpable negligence or dishonesty of the Agent’s or the Security
      Trustee’s own officers or
employees.

            


    

     

    
      	
              11  

            	
              The
      Transferee shall repay to the Transferor on demand so much of any sum paid
      by the Transferor under paragraph 11
      above as exceeds one-half of the amount demanded by the Agent or
      the Security Trustee in respect of a claim, proceeding, liability or
      expense which was not reasonably foreseeable at the date of this
      Certificate; but nothing in this paragraph shall affect the liability of
      each of the Transferor and the Transferee to the Agent or the Security
      Trustee for the full amount demanded by
it.

            


    

     

     

     

    
      	
              [Name
      of Transferor]

            	
              [Name
      of Transferee]

            
	 	 
	
              By:

            	
              By:

            
	 	 
	
              Date:

            	
              Date:

            
	 
      	 
      


    

     

     

     

    Agent

     

     

    Signed
for itself and for and on behalf of itself

    as
Agent and for every other Relevant Party

     

    PIRAEUS
BANK A.E.

     

    By:

     

     

    Date:

     

    
      
        
           


        

        
          77

          
            

          

        

        
           


        

      

    

     

    Administrative
Details of Transferee

     

     

     

    Name
of Transferee:

     

    Lending
Office:

     

    Contact
Person

    (Loan
Administration Department):

     

    Telephone:

     

    Telex:

     

    Fax:

     

    Contact
Person

    (Credit
Administration Department):

     

    Telephone:

     

    Telex:

     

    Fax:

     

    Account
for payments:

     

     

     

     

    
      	
              Note:

            	
              This
      Transfer Certificate alone may not be sufficient to transfer a
      proportionate share of the Transferor’s interest in the security
      constituted by the Finance Documents in the Transferor’s or Transferee’s
      jurisdiction. It is the responsibility of each Lender to ascertain whether
      any other documents are required for this
  purpose.

            


    

     

    
      
        
           


        

        
          78

          
            

          

        

        
           


        

      

    

     

    SCHEDULE
6

     

    FORM
OF COMPLIANCE CERTIFICATE

     

     

    
      	
              To:

            	
              PIRAEUS
      BANK A.E.

              Ness
      7-9

              D-20457
      Hamburg

              Germany

            


    

     

    [●]
200[●]

    Dear
Sirs,

     

    We
refer to a loan agreement dated [●] 2008 (the “Loan
Agreement”) made between (amongst others) yourselves and ourselves in
relation to
a term loan facility of (originally) up to $170,000,000 of which the
current outstandings aggregate US$81,000,000.

     

    Words
and expressions defined in the Loan Agreement shall have the same meaning when
used in this compliance certificate.

     

    We
enclose with this certificate a copy of the [audited]/[unaudited] consolidated
accounts for the Group for the [financial year] [3-month period] ended [●]. The
accounts (i) have been prepared in accordance with all applicable laws and GAAP
all consistently applied, (ii) give a true and fair view of the state of affairs
of the Group at the date of the accounts and of its profit for the period to
which the accounts relate and (iii) fully disclose or provide for all
significant liabilities of the Group.

     

    We
also enclose copies of the valuations of all the Fleet Vessels which were used
for the purpose of calculating the Leverage Ratio as at [●].

     

    The
Borrower represents that no Event of Default or Potential Event of Default has
occurred as at the date of this certificate [except for the following matter or
event [set
out all material details of matter
or event]].
In addition as of [●],
the Borrower confirms compliance with the financial covenants set out in
Clause 12.5 of the Loan Agreement for the 3 months ending as of the date to
which the enclosed accounts are prepared.

     

    We
now certify that, as at [●]:

     

    (a)   
the
Interest Coverage Ratio is [●]:[●];

     

    (b)   
the
Leverage Ratio is [●]:[●]; and

     

    (c)   
the
Liquid Funds are $[●], representing $[●] per Fleet
Vessel,

     

    as
shown in the attached calculation sheets.

     

    This
certificate shall be governed by, and construed in accordance with, English
law.

     

     

    ____________________

    [●]

    Chief
Financial Officer of

    STAR
BULK CARRIERS CORP.

     

    
      
        
           


        

        
          79

          
            

          

        

        
           


        

      

    

     

    SCHEDULE
7

     

    DESIGNATION
NOTICE

     

     

     

     

    
      	
              To:

            	
              Piraeus
      Bank A.E.

              47-49
      Akti Miaouli

              185
      36 Piraeus

              Greece

            


    

     

     

     

     

    [date]

     

    Dear
Sirs

     

    Loan
Agreement dated [●]
2008 made between (i) ourselves as Borrowers, (ii) the Lenders, (iii) the First
Swap Bank, (iv) the Second Swap Bank and (v) yourselves as Agent and
Security
Trustee (the “Loan Agreement”).

     

    We
refer to:

     

    
      	
              1.  

            	
              the
      Loan Agreement;

            


    

     

    
      	
              2.  

            	
              each
      Master Agreement; and

            


    

     

    
      	
              3.  

            	
              a
      Confirmation delivered pursuant to the said Master Agreement dated
      [●].

            


    

     

    In
accordance with the terms of the Loan Agreement, we hereby give you notice of
the said Confirmation and hereby confirm that the Transaction evidenced by it
will be designated as a “Designated Transaction” for the purposes of the Loan
Agreement and the Finance Documents.

     

    Yours
faithfully,

     

     

     

     

    .....................................................

     

    for
and on behalf of

    STAR
BULK CARRIERS CORP.

     

    
      
        
           


        

        
          80

          
            

          

        

        
           


        

      

    

     

    EXECUTION
PAGE

     

    
 

    
      
        	
                BORROWER

              	 
      
	 
      	 
      
	
                SIGNED by /s/ Georgia
Mustogaki

              	
                )

              
	
                for
      and on behalf of

              	
                )

              
	
                STAR
      BULK CARRIERS CORP.

              	
                )

              
	 
      	 
      
	
                LENDERS

              	 
      
	 
      	 
      
	
                SIGNED by /s/ George
Gazis

              	
                )

              
	
                for
      and on behalf of

              	
                )

              
	
                PIRAUES
      BANK A.E.

              	
                )

              
	 
      	 
      
	
                SIGNED by /s/ Pat
    Skala 

              	
                )

              
	
                for
      and on behalf of

              	
                )

              
	
                HSH
      NORDBANK AG

              	
                )

              
	 
      	 
      
	
                AGENT

              	 
      
	 
      	 
      
	
                SIGNED by /s/ George Gazis, Jason
      Dallas

              	
                )

              
	
                for
      and on behalf of

              	
                )

              
	
                PIRAEUS
      BANK A.E.

              	
                )

              
	 
      	 
      
	
                SECURITY
      TRUSTEE

              	 
      
	 
      	 
      
	
                SIGNED by /s/ George Gazis, Jason
      Dallas 

              	
                )

              
	
                for
      and on behalf of 

              	
                )

              
	
                PIRAEUS
      BANK A.E.

              	
                )

              
	 
      	 
      
	
                SWAP
      BANKS

              	 
      
	 
      	 
      
	
                SIGNED by /s/ George Gazis, Jason
      Dallas

              	
                )

              
	
                for
      and on behalf of 

              	
                )

              
	
                PIRAEUS
      BANK A.E.

              	
                )

              
	 
      	 
      
	
                SIGNED by /s/ Pat Skala

              	
                )

              
	
                for
      and on behalf of

              	
                )

              
	
                HSH
      NORDBANK AG

              	
                )

              
	 
      	 
      
	
                Witness
      to all the

              	
                )

              
	
                Above
      signatures

              	
                )

              


      

Name:

    Address:

     

     

     

     

     

    
      
        
           


        

        
          81