Exhibit 4.6

THOMMESSEN



                                 USD 300,000,000
                       REVOLVING CREDIT FACILITY AGREEMENT

                                       for

                     Nordic American Tanker Shipping Limited
                                   as Borrower

                                   provided by

                           The Financial Institutions
                              listed in Schedule 1
                                   as Lenders

                                      With

                                DnB NOR Bank ASA
                           as Mandated Lead Arranger

                                       and

                                DnB NOR Bank ASA
                                    as Agent








                             Dated 14 September 2005
<PAGE>
                                                                 Execution copy



                                TABLE OF CONTENTS


1 DEFINITIONS AND INTERPRETATION                                             4

2 THE FACILITY                                                              13

3 PURPOSE                                                                   13

4 CONDITIONS PRECEDENT                                                      14

5 DRAWDOWN                                                                  14

6 REPAYMENT                                                                 15

7 PREPAYMENT AND CANCELLATION                                               15

8 INTEREST                                                                  17

9 INTEREST PERIODS                                                          18

10 CHANGES TO THE CALCULATION OF INTEREST                                   19

11 FEES                                                                     20

12 TAX GROSS-UP AND INDEMNITIES                                             20

13 INCREASED COSTS                                                          21

14 OTHER INDEMNITIES                                                        21

15 MITIGATION BY THE LENDERS                                                22

16 COSTS AND EXPENSES                                                       23

17 SECURITY                                                                 23

18 REPRESENTATIONS AND WARRANTIES                                           24

19 INFORMATION UNDERTAKINGS                                                 27

20 FINANCIAL COVENANTS                                                      29

21 GENERAL UNDERTAKINGS                                                     29

22 VESSEL COVENANTS                                                         31

23 EVENTS OF DEFAULT                                                        35

24 CHANGES TO THE PARTIES                                                   37

25 ROLE OF THE AGENT AND THE ARRANGER                                       39

26 SHARING AMONG THE FINANCE PARTIES                                        43

27 PAYMENT MECHANICS                                                        45

28 SET-OFF                                                                  46

29 NOTICES                                                                  47

30 CALCULATIONS                                                             47

31 MISCELLANEOUS                                                            48

32 GOVERNING LAW AND ENFORCEMENT                                            49

<PAGE>

SCHEDULES

1    Lenders and commitments

2    Conditions precedent

3    Form of Drawdown Notice

4    Form of Compliance Certificate

5    Form of Transfer Certificate

6    Form of Assignment Agreement

7    Mandatory Cost Formula


<PAGE>

THIS  REVOLVING  CREDIT  FACILITY  AGREEMENT is dated 14 September 2005 and made
between

(1)  Nordic American Tanker Shipping  Limited,  of Reid House, 31 Church Street,
     Hamilton HM 12, Bermuda, as borrower (the "Borrower"),

(2)  The banks and  financial  institutions  listed in Schedule  ii, as original
     lenders (together, the "Lenders"),

(3)  DnB NOR Bank ASA of Stranden 21, N-0250 Oslo, Norway,  organisation  number
     984 851 006, as mandated lead arranger (the "Arranger"), and

(4)  DnB NOR Bank ASA of Stranden 21, N-0250 Oslo, Norway,  organisation  number
     984 851 006, as facility agent (the "Agent")




IT IS AGREED as follows


1    DEFINITIONS AND INTERPRETATION

1.1  Definitions

In this Agreement, unless the context otherwise requires

"Agreement"  means  this  revolving  credit  facility  agreement,  as it  may be
amended,  supplemented and varied from time to time, including its Schedules and
any Transfer Certificate

"Applicable  Margin" means the margin as  determined  and adjusted in accordance
with Clause 8 2 (Adjustment of Applicable Margin)

"Assignment  Agreement"  means  the  assignment  agreement  collateral  to  this
Agreement for the first  priority  assignment of the Earnings and the Insurances
to be made between the Borrower and the Agent (on behalf of the Finance Parties)
as security for all amounts due from time to time under the Finance Documents in
accordance  with  Clause  17  (Security),  substantially  in the form set out in
Schedule 6 (Form of Assignment Agreement)

"Availability  Period"  means the  period  from and  including  the date of this
Agreement until one (1) month prior to the Final Maturity Date

"Available Commitment" means a Lender's Commitment less

a)   the amount of its participation in any outstanding Loans, and

b)   in relation to any proposed Loan, its  participation  in any Loans that are
     due to be made on or before the proposed Drawdown Date,

other than that Lender's participation in any Loans that are due to be repaid or
repaid on or before the proposed Drawdown Date

"Available  Facility"  means the  aggregate  for the time being of each Lender's
Available Commitment

"Break Costs" means the amount (if any) by which

a)   the interest  which a Lender  should have  received for the period from the
     date of receipt of all or part of its participation in a Loan or Unpaid Sum
     to the last day of the current  Interest  Period in respect of such Loan or
     Unpaid Sum,  had the  principal  amount or Unpaid Sum been paid on the last
     day of that Interest Period, exceeds

b)   the amount  which that Lender  would be able to obtain by placing an amount
     equal to the principal  amount or Unpaid Sum received by it on deposit with
     a leading bank in the relevant  interbank  market for a period  starting on
     the Business Day  following  receipt or recovery and ending on the last day
     of the current Interest Period

"Business  Day" means a day (other than a Saturday or Sunday) on which banks are
open for  business  in Oslo and London (or any other  relevant  place of payment
under Clause 27 (Payment mechanics)

"Charterers" means any charterers of any of the Vessels from time to time

"Charterparties"   means   each   of  the   time   charterparty(ies),   bareboat
charterparty(ies)  or other  contracts of  employment  (as the case may be) made
between the Borrower (as owner) and the relevant  Charterers  for the charter of
the Vessels

"Commercial Management Agreement" means the agreement made or to be made between
the Borrower and the  Commercial  Manager for the  commercial  management of the
Borrower and the Vessels (hereunder,  but not limited to, the appointment of the
Technical Manager)

"Commercial  Manager" means Scandic American Shipping Ltd (European Branch), P0
Box 56, N-3201 Sandefjord, Norway

"Commitment" means

a)   in relation to a Lender, the amount set opposite its name under the heading
     "Commitment" in Schedule 1 (Lenders and  Commitments) and the amount of any
     other Commitment transferred to it pursuant to Clause 24 2 (Assignments and
     transfers by the Lenders), and

b)   in relation to any New Lender, the amount of any Commitment  transferred to
     it pursuant to Clause 24 2 (Assignments and transfers by the Lenders),

to the extent not cancelled, reduced or transferred by it under this Agreement

"Compliance  Certificate"  means a certificate  substantially in the form as set
out in Schedule 4 (Form of Compliance Certificate)

"Default"  means an Event of Default or any event or  circumstance  specified in
Clause 23 (Events of Default)  which  would (with the expiry of a grace  period,
the  giving of  notice,  the  making  of any  determination  under  the  Finance
Documents or any combination of any of the foregoing) be an Event of Default

"DOC" means in relation to the Technical  Manager a valid document of compliance
issued to the Technical Manager pursuant to paragraph 13 2 of the ISM Code

"Drawdown  Date" means the  Business  Day on which the  Borrower  has  requested
drawdown of a Loan pursuant to this Agreement or, as the context  requires,  the
date on which such Loan is actually made

"Drawdown  Notice"  means  the  notice  substantially  in the form set  forth in
Schedule 3 (Form of Drawdown Notice)

"Earnings" means all moneys  whatsoever which are now, or later become,  payable
(actually or  contingently) to the Borrower and which arise out of the use of or
operation of any of the Vessels, including (but not limited to)

a)   all freight,  hire and passage  moneys  payable to the Borrower,  including
     (without limitation) payments of any nature under any of the Charterparties
     or any other  charter or agreement  for the  employment,  use,  possession,
     management and/or operation of any of the Vessels,

b)   any claim under any  guarantees  related to freight and hire payable to the
     Borrower as a consequence of the operation of any of the Vessels,

c)   compensation payable to the Borrower in the event of any requisition of any
     of the  Vessels  or for the  use of any of the  Vessels  by any  government
     authority or other competent authority,

d)   remuneration for salvage, towage and other services performed by any of the
     Vessels payable to the Borrower,

e)   demurrage and retention money receivable by the Borrower in relation to any
     of the Vessels,

f)   all moneys which are at any time payable under the Insurances in respect of
     loss of earnings,

g)   if and whenever any of the Vessels is employed on terms  whereby any moneys
     falling within paragraph a) to f) 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 such Vessel, and

h)   any other money  whatsoever due or to become due to the Borrower from third
     parties in relation to any of the Vessels, or otherwise

"Earnings Account" means account no 7093 04 41587 with the Agent of the Borrower
to which all the Earnings shall be paid

"Environmental Approval" means any permit, licence,  consent, approval and other
authorisations and the filing of any notification, report or assessment required
under any Environmental Law for the operation of any of the Vessels

"Environmental Claim" means any claim,  proceeding or investigation by any party
in respect of any Environmental Law or Environmental Approval

"Environmental   Law"  means  any  applicable  national  or  international  law,
regulation,  convention  or treaty  in any  jurisdiction  in which the  Borrower
and/or the  Charterers  conducts  business  which relates to

a)   the pollution or protection of the environment,

b)   harm to or the protection of human health,

c)   conditions on the workplace,

d)   any emission or substance capable of causing harm to any living organism or
     the environment, or

e)   to the carriage of material which is capable of polluting the environment

"Equity"  means has the  meaning  given to that  term in Clause 20 1  (Financial
definitions)

"Event of Default" means any event or  circumstance  specified as such in Clause
23 (Events of Default)

"Existing Vessels" means

a)   MT "Nordic  Hawk",  a 151,458  dwt  suezmax  vessel  built in 1997 with IMO
     number  9131149 owned by and  registered in the name of the Borrower in the
     Bahamas Ship Registry,

b)   MT "Nordic  Hunter",  a 151,458 dwt suezmax  vessel  built in 1997 with IMO
     number  9131151 owned by and  registered in the name of the Borrower in the
     Bahamas Ship Registry,

c)   MT "Gulf  Scandic",  a 151,458  dwt suezmax  vessel  built in 1997 with IMO
     number 9131137,  owned by and registered in the name of the Borrower in the
     Isle of Man Ship Registry,

d)   MT "Nordic  Fighter",  a 153,181 dwt suezmax  vessel built in 1998 with IMO
     number 9157715,  owned by and registered in the name of the Borrower in the
     Norwegian International Ship Registry,

e)   MT "Nordic  Freedom",  a 159,500 dwt suezmax  vessel built in 2005 with IMO
     number  9288887 owned by and  registered in the name of the Borrower in the
     Bahamas Ship Registry,

f)   MT "Nordic  Voyager",  a 149,591 dwt suezmax  vessel built in 1997 with IMO
     number  9102930 owned by and  registered in the name of the Borrower in the
     Norwegian International Ship Registry, and

g)   MT "Nordic Discovery",  a 153,181 dwt suezmax vessel built in 1998 with IMO
     number  9157727 owned by and  registered in the name of the Borrower in the
     Norwegian International Ship Registry

"Facility" means the committed revolving credit facility referred to in Clause 2
1 (Facility)

"Fee  Letter"  means any  letter or  letters  dated on or about the date of this
Agreement  between the Arranger and the Borrower (or the Agent and the Borrower)
setting out any fees referred to in Clause 11 (Fees)

"Final  Maturity Date" means the date falling five (5) years  following the date
of this Agreement

"Finance  Documents"  means this  Agreement,  the  Security  Documents,  any Fee
Letters and any other  document  (whether  creating a Security  Interest or not)
which is  executed at any time by the  Borrower or any other  person as security
for, or to establish any form of subordination to the Finance Parties under this
Agreement or any of the other documents referred to herein or therein

"Finance Party" means the Agent, the Arranger or a Lender

"Financial  Indebtedness" means any obligation (whether incurred as principal or
as surety) for the payment or  repayment  of money,  whether  present or future,
actual or contingent

"GAAP" means the generally accepted  accounting  principles in the United States
of America

"Insurances"  means,  in  relation  to each of the  Vessels,  all  policies  and
contracts of insurance (which expression  includes all entries of such Vessel in
a protection and indemnity or war risk association)  which are from time to time
during the  Security  Period in place or taken out or entered into by or for the
benefit of the  Borrower  (whether  in the sole name of the  Borrower  or in the
joint names of the Borrower  and any other  person) in respect of the Vessels or
otherwise in connection with the Vessels and all benefits thereunder  (including
claims of whatsoever nature and return of premiums)

"Interest Payment Date" means the last Business Day of each Interest Period

"Interest  Period" means, in relation to a Loan, each of the successive  periods
determined in accordance with Clause 9 1 (Selection of Interest  Periods),  and,
in relation to an Unpaid Sum, each period determined in accordance with Clause 8
4 (Default interest)

"Investment" means any direct or indirect

a)   extension of credit or capital contribution to any other person,

b)   purchase of vessels,

c)   acquisition of shares, and

d)   acquisition of debt instruments issued by any other person

"ISM Code" means the International Safety Management Code for the Safe Operation
of Ships and for Pollution Prevent

"ISPS Code" means the International  Ship and Port Facility Security (ISPS) Code
as  adopted  by  the  International  Maritime  Organization's  (IMO)  Diplomatic
Conference of December 2002

"Lenders"  means the banks  and  financial  institutions  listed in  Schedule  1
(Lenders and Commitments) and any New Lender,  which in each case has not ceased
to be a Party in accordance with the terms of this Agreement

"LIBOR" means in relation to a Loan

a)   the rate per annum  equal to the  offered  quotation  for  deposits  in USD
     ascertained  by the  Agent  to be the  rate as  displayed  on the  Reuters'
     screen,  page  LIBOR01,  at or  about  11 00  hours  (London  time)  on the
     applicable Quotation Day, or

b)   if no such rate is available, the arithmetic means of the rate per annum at
     which  the  Lenders  are  able to  acquire  USD in the  amount  and for the
     Interest Period of such Loan in the London  interbank market at or about 11
     00 hours (London time) on the applicable  Quotation Day, as (in the absence
     of manifest error) conclusively certified by the Agent to the Borrower

"Loan" means at any time, the principal amount of an outstanding advance made by
the Lenders under the Facility

"Majority Lenders" means

a)   if there are no Loans  outstanding,  a Lender or Lenders whose  Commitments
     aggregate  more  than 66 67% of the  Total  Commitments  (or,  if the Total
     Commitments  have been reduced to zero,  aggregated more than 66 67% of the
     Total Commitments immediately prior to the reduction), or

b)   at any other time, a Lender or Lenders  whose  participations  in the Loans
     then outstanding aggregate more than 66 67% of the Loans then outstanding

"Management  Agreements"  means  the  Commercial  Management  Agreement  and the
Technical Management Agreement

"Managers" means the Commercial Manager and the Technical Manager

"Mandatory   Cost"  means  the  cost  of  complying   with  certain   regulatory
requirements,  expressed as a percentage rate per annum  calculated by the Agent
under Schedule 7 (Mandatory Cost Formula)

"Market Value" means,  in respect of each Vessel,  the fair market value of each
Vessel in USD,  being the average of  valuations  of such Vessel  obtained  from
minimum two (2) reputable and independent shipbrokers,  acceptable to the Agent,
with or without  physical  inspection  of the relevant  Vessel (as the Agent may
require) on the basis of a sale for prompt  delivery for cash at arm's length on
normal  commercial  terms as between a willing  buyer and seller,  on an "as is,
where is" basis,  free of any existing  charter or other  contract of employment
and/or pool arrangement

"Material Adverse Effect" means a material adverse effect on

a)   the business,  operation,  assets or condition  (financial or otherwise) of
     the Borrower, or

b)   the  ability of the  Borrower to perform  any of its  material  obligations
     under the Finance Documents

"MOAs"  means  each of the  Memorandum  of  Agreements  being made  between  the
relevant seller and the Borrower for the purchase of any New Vessel

"Mortgages"  means  each  of the  first  priority  mortgages  and the  deeds  of
covenants collateral thereto to be executed and recorded by the Borrower against
each of the Vessels in the Bahamas,  Isle of Man or the Norwegian  International
Ship  Registry (as the case may be) (or such other ship  registry  acceptable to
the Agent) in favour of the Agent (on behalf of the Finance Parties) as security
for all amounts due from time to time under the Finance  Documents in accordance
with Clause 17 (Security),  in form and substance  satisfactory to the Agent (on
behalf of the Finance Parties)

"New Lender" has the meaning set out in Clause 24 (Changes to the Parties)

"New  Vessels"  means (i) any modern  crude oil aframax  tanker  and/or  suezmax
tanker  all of double  hull and not be built  before  1996 and (ii)  such  other
double hull crude oil tanker  vessels as shall be approved  from time to time by
all of the Lenders,  purchased by the Borrower  after the date of this Agreement
and which has been approved by the Lenders to be entered into the Security Pool

"Original  Financial  Statements"  means  the  audited  consolidated   financial
statements of the Borrower for the year ended 31 December 2004

"Party" means a party to this Agreement  (including its successors and permitted
transferees)

"Quotation  Day"  means the day  occurring  two (2)  Business  Days prior to the
commencement of an Interest Period

"Repayment Date" means the last day of the Interest Penod for the relevant Loan

"Security  Documents" means all or any security documents as may be entered into
from time to time pursuant to Clause 17 (Security)

"Security  Interest"  means any mortgage,  charge  (whether  fixed or floating),
encumbrance,  pledge, lien,  assignment by way of security,  finance lease, sale
and  repurchase  or sale and leaseback  arrangement,  sale of  receivables  on a
recourse basis or other security  interest or any other agreement or arrangement
having the effect of conferring security

"Security  Period" means the period commencing on the date of this Agreement and
ending the date on which the Agent  notifies the other  Finance  Parties and the
Borrower  that

a)   all amounts  which have become due for payment by the Borrower or any other
     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 of the Finance Documents,

c)   the Borrower has no future or contingent  liability  under any provision of
     this Agreement or the other Finance Documents, and

d)   the  Agent  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 proceeding relating to a Finance Document or any
     asset covered (or previously  covered) by a Security  Interest created by a
     Finance Document

"Security Pool" means the Existing Vessels and the New Vessels

"Security Pool Value" means the Market Value of all of the Vessels  entered into
the Security Pool from time to time

"SMC" means a valid safety management certificate issued for each of the Vessels
pursuant to paragraph 13 7 of the ISM Code

"SMS" means a safety  management  system for each of the Vessels  developed  and
implemented  in  accordance  with  the ISM  Code and  including  the  functional
requirements duties and obligations that follow from the ISM Code

"Tax on  Overall  Net  Income"  means a Tax  imposed  on a Finance  Party by the
jurisdiction  under  the  laws of which  it is  incorporated,  or in which it is
located or treated as resident for tax purposes, on

a)   the net income, profits or gains of that Finance Party world wide, or

b)   such of the net  income,  profits  or  gains of that  Finance  Party as are
     considered to arise in or relate to or are taxable in that jurisdiction

"Taxes" means all present and future taxes, levies,  imposts,  duties,  charges,
fees,  deductions  and  withholdings,  and any  restrictions  and or  conditions
resulting in a charge  together with  interest  thereon and penalties in respect
thereof and "tax" and "taxation" shall be construed accordingly

"Technical  Management Agreement" means the agreement made or to be made between
the Borrower  and the  Technical  Manager for the  technical  management  of the
Vessels

"Technical  Manager" means any reputable technical manager of any of the Vessels

"Total  Assets"  has the  meaning  given to that term in Clause 20 1  (Financial
definitions)

"Total Commitments" means the aggregate of the Lenders'  Commitments,  being USD
300,000,000 at the date of this Agreement

"Total Debt" means has the meaning  given to that term in Clause 20 1 (Financial
definitions)

"Total Loss" means, in relation to any Vessel

a)   the actual, constructive, compromised, agreed, arranged or other total loss
     of such Vessel,

b)   any expropriation, confiscation, requisition or acquisition of such Vessel,
     whether for full consideration, a consideration less than its 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  governmental  or official  authority  (excluding a
     requisition  for hire for a fixed period not exceeding one (1) year without
     any right to  extension)  unless it is within  one (1) month from the Total
     Loss Date redelivered to the full control of the Borrower, and

c)   any arrest,  capture,  seizure or detention of such Vessel  (including  any
     hijacking or theft)  unless it is within two (2) months from the Total Loss
     Date redelivered to the full control of the Borrower

"Total Loss Date" means

a)   in the case of an actual  total  loss of any  Vessel,  the date on which it
     occurred  or, if that is unknown,  the date when such Vessel was last heard
     of,

b)   in the case of a constructive,  compromised,  agreed or arranged total loss
     of any Vessel, the earlier of

     (i)  the date on which a notice  of  abandonment  is given to the  insurers
          (provided a claim for total loss is admitted by such  insurers) or, if
          such  insurers  do not  forthwith  admit such a claim,  at the date at
          which either a total loss is subsequently  admitted by the insurers or
          a total loss is  subsequently  adjudged by a competent court of law or
          arbitration  panel to have  occurred or, if earlier,  the date falling
          six (6) months after notice of abandonment of such Vessel was given to
          the insurers, and

     (ii) the date of compromise,  arrangement or agreement made by or on behalf
          of the  Borrower  with such  Vessel's  insurers in which the  insurers
          agree to treat such Vessel as a total loss, or

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

"Transaction   Documents"   means  the   Finance   Documents,   the  MOAs,   the
Charterparties and the Management Agreements,  together with the other documents
contemplated herein or therein

"Transfer Certificate" means a certificate  substantially in the form as set out
in Schedule 5 (Form of Transfer  Certificate)  or any other form agreed  between
the Agent and the Borrower

"Transfer Date" means, in respect of a Transfer,  the proposed  Transfer Date as
set out in the Transfer Certificate relating to the Transfer

"Unpaid Sum" means any sum due and payable but unpaid by the Borrower  under the
Finance Documents

"USD"  means  United  States  Dollars,  being the lawful  currency of the United
States of America

"Value Adjusted Equity" means Value Adjusted Total Assets less Total Debt of the
Borrower

"Value Adjusted Total Assets" means, on a consolidated  basis,  the total market
value of all of the assets of the Borrower, which shall be determined as follows

a)   the Market Value of the Vessels, and

b)   the market value,  if assessable (in the reasonable  opinion of the Agent),
     or otherwise the book value of all other assets of the Borrower  (including
     any vessels), less any capitalised goodwill or other intangible assets

"VAT" means value added tax and any other tax of similar nature

"Vessels" means the Existing Vessels and the New Vessels

1.2  Construction

In this Agreement, unless the context otherwise requires

a)   Clause and Schedule headings are for ease of reference only,

b)   words denoting the singular number shall include the plural and vice versa.
     In  particular,  for so  long  as DnB  NOR  Bank  ASA is the  only  Lender,
     references  to  "Lenders"  or  "Majority  Lenders"  shall be construed as a
     reference to DnB NOR Bank ASA,

c)   references to Clauses and Schedules are  references,  respectively,  to the
     Clauses and Schedules of this Agreement,

d)   references to a provision of law is a reference to that provision as it may
     be amended or re-enacted,  and to any  regulations  made by the appropriate
     authority pursuant to such law,

e)   references to "control"  means the power to appoint a majority of the board
     of directors or to direct the management and policies of an entity, whether
     through the ownership of voting capital, by contract or otherwise,

f)   references to "indebtedness"  includes any obligation  (whether incurred as
     principal  or as surety) for the  payment or  repayment  of money,  whether
     present or future, actual or contingent,

g)   references  to  "shares"   shall  include  stock,   partnership   interest,
     participation rights, contributions or other equivalent rights of ownership
     or   participation   of  or  in   any   body,   corporation,   partnership,
     unincorporated joint venture or other unincorporated entity, and

h)   references to a "person" shall include any individual,  firm,  partnership,
     joint  venture,  company,   corporation,   trust,  fund,  body,  corporate,
     unincorporated  body of  persons,  or any state or any agency of a state or
     association (whether or not having separate legal personality)


2    THE FACILITY

2.1  Facility

Subject  to the  terms  of this  Agreement,  the  Lenders  have  agreed  to make
available to the Borrower a committed  revolving credit facility in an aggregate
amount equal to the Total Commitments

2.2  Maximum liability

The aggregate maximum principal amount of all Loans  outstanding,  including any
requested drawdown, shall not on any requested Drawdown Date and/or on the first
day of an Interest Period, exceed the Total Commitments

2.3  Finance Parties' rights and obligations

The  obligations  of each Finance Party under the Finance  Documents are several
Failure  by a  Finance  Party to  perform  its  obligations  under  the  Finance
Documents  does not affect the  obligations of any other Party under the Finance
Documents  No Finance  Party is  responsible  for the  obligations  of any other
Finance Party under the Finance Documents

The  rights  of each  Finance  Party  under or in  connection  with the  Finance
Documents are, subject to provisions  related to the Majority  Lenders' decision
as set out herein,  separate and  independent  rights and any debt arising under
the Finance  Documents to a Finance Party from the Borrower  shall be a separate
and  independent  debt A Finance  Party may,  except as otherwise  stated in the
Finance  Documents  and subject to provisions  related to the Majority  Lenders'
decisions  as set out herein,  separately  enforce its rights  under the Finance
Documents

3    PURPOSE

3.1  Purpose

The Borrower shall apply all amounts borrowed by it

a)   to  refinance  the   outstanding   indebtedness   under  that  certain  USD
     300,000,000  revolving credit facility  agreement dated 19 October 2004 (as
     amended),

b)   to provide funding for subsequent acquisitions of the New Vessels, and

c)   for general corporate purposes

3.2  Monitoring

Without  prejudice to the  obligations  of the Borrower  under this Clause 3, no
Finance  Party is bound to  monitor  or verify  the  application  of any  amount
borrowed pursuant to this Agreement

4    CONDITIONS PRECEDENT

4.1  Initial conditions precedent

The  Borrower  may not deliver a Drawdown  Notice  unless the Agent has received
originals or certified  copies of all of the documents and other evidence listed
in Schedule 2 (Conditions  precedent) in form and substance  satisfactory to the
Agent The Agent shall notify the Borrower and the Lenders promptly upon being so
satisfied

4.2  Further conditions precedent

The  Lenders  will  only  be  obliged  to  comply  with  Clause  5  4  (Lenders'
participation)  if on  the  date  of the  Drawdown  Notice  and on the  proposed
Drawdown Date

a)   no Default is continuing or would result from the proposed Loan, and

b)   the representations and warranties  contained in Clause 18 (Representations
     and  warranties)  deemed to be repeated on those dates are true and correct
     in all material respects

4.3  Maximum number of Loans

The Facility may be drawn in one or more Loans if there would not at anyone time
be more than five (5) Loans outstanding hereunder

4.4  Waiver of conditions precedent

The  conditions  specified  in this  Clause 4 are solely for the  benefit of the
Lenders  and may be  waived  on  their  behalf  in  whole or in part and with or
without  conditions  by the Agent  (acting on the  instructions  of the Majority
Lenders)


5    DRAWDOWN

5.1  Delivery of the Drawdown Notice

The  Borrower  may  utilise  the  Facility  by  delivering  to the  Agent a duly
completed  Drawdown  Notice no later than 10 00 hours  (London  time)  three (3)
Business Days prior to the proposed Drawdown Date

5.2  Completion of the Drawdown Notice

Each Drawdown Notice is irrevocable and shall be duly completed

5.3  Currency and amount

a)   The currency specified in a Drawdown Notice must be USD

b)   The amount of a proposed  Loan must be an amount which is not more than the
     Available  Facility and which is a minimum of USD 5,000,000 and an integral
     multiple of USD 1,000,000 or, if less, the Available Facility

c)   The amount outstanding under all of the Loans, including any proposed Loans
     shall, at no time exceed  sixty-six point  sixty-seven per cent (66 67%) of
     the Security Pool Value

d)   The amount  available  to be drawn to finance  the  acquisition  of any New
     Vessel's)  shall be no greater than the Market Value of such New Vessel(s),
     however  limited  to the  purchase  price of the  Vessel  as set out in the
     relevant MOA

e)   The amount  available to be drawn for general  corporate  purposes shall be
     limited to USD 50,000,000 in the aggregate

5.4  Lenders' participation

If the conditions set out in this Agreement have been met

a)   each Lender shall make its  participation  in each Loan  available no later
     than 10 00 hours (London time) on the Drawdown Date for that Loan,

b)   the amount of each Lender's participation in each Loan will be equal to the
     proportion  borne by its Available  Commitment  to the  Available  Facility
     immediately prior to making the Loan, and

c)   the Agent  shall  notify  each  Lender  of the  amount of each Loan and the
     amount of its participation in that Loan two (2) Business Days prior to the
     relevant Drawdown Date


6    REPAYMENT

6.1  Repayment and roll-over of Loans

The Borrower  shall repay each Loan in full on the Repayment Date for that Loan,
however  so that where a Loan (the "New  Loan") is subject to and in  accordance
with the other  terms of this  Agreement,  to be made on a day on which  another
Loan (the "Maturing Loan") is due to be repaid, then

a)   the Maturing Loan shall be deemed to be repaid on its Repayment Date to the
     extent  that the  amount  of the New Loan is equal to or  greater  than the
     amount of the Maturing Loan, and

b)   to that  extent,  the  amount of the New Loan  shall be deemed to have been
     credited to the  account of the  Borrower,  and the  Lenders  shall only be
     obliged to make  available  an amount  equal to the amount by which the New
     Loan exceeds the Maturing Loan

6.2  Final repayment

The Borrower shall repay all Loans  outstanding  under this Agreement in full on
the Final Maturity Date


7    PREPAYMENT AND CANCELLATION

7.1  Mandatory prepayment - Total Loss or sale

If any of the Vessels is sold or becomes a Total  Loss,  the  relevant  Facility
shall be prepaid with an amount equal to that Vessel's proportionate part of the
Market Value of all of the Vessels

a)   in case of a sale,  on or before the date on which the sale is completed by
     delivery of the relevant Vessel to the buyer, or

b)   in the case of a Total Loss, on the earlier of the date falling one hundred
     and twenty  (120)  days  after the Total  Loss Date and the  receipt by the
     Agent (on behalf of the Lenders) of the  proceeds of Insurance  relating to
     such Total Loss (or in the event of a requisition for title of such Vessel,
     immediately-after the occurrence of such requisition of title)

7.2  Mandatory prepayment -- Market Value

If the Market Value of all of the Vessels falls below one hundred and thirty per
cent  (130%)  or one  hundred  and fifty per cent (150 00%) of the Loans (as the
case may be and as set out in Clause 22 4 (Minimum Market Value)),  the Borrower
shall within fifteen (15) Business Days, either

a)   prepay the Facility with an amount, or

b)   provide the Lenders with such  additional  security,  in form and substance
     satisfactory  to the Agent (on behalf of the Lenders), required to restore
     the aforesaid ratio

7.3  Mandatory prepayment -- change of Commercial Manager

On a change of the Commercial Manager,  the Parties will enter into negotiations
for a period not exceeding forty-five (45) days to determine how to continue the
Loans under the Facility If no such  agreement  is reached  between the Borrower
and the Lenders within such period,  the Facility shall within five (5) Business
Days be  cancelled  and the  Borrower  shall  prepay the Loans at the end of the
relevant current Interest Periods

7.4  Mandatory prepayment -- illegality

If it becomes  unlawful in any applicable  jurisdiction  for a Lender to perform
any of its  obligations as contemplated by this Agreement or to fund or maintain
its participation in any Loan

a)   that Lender shall  promptly  notify the Agent upon  becoming  aware of that
     event,

b)   upon the Agent  notifying the Borrower,  the Commitment of that Lender will
     be immediately cancelled, and

c)   the Borrower shall prepay that Lender's  participation in the Loans made to
     the Borrower on the last day of the Interest Period for each Loan occurring
     after  the  Agent has  notified  the  Borrower  or,  if  earlier,  the date
     specified  by the Lender in the  notice  delivered  to the Agent  (being no
     earlier than the last day of any applicable grace period permitted by law)

7.5  Voluntary prepayment

The  Borrower  may, if it gives the Agent not less than five (5)  Business  Days
prior notice,  prepay the whole or any part of a Loan (but if in part,  being an
amount of minimum USD 5,000,000)

7.6  Voluntary cancellation

The  Borrower  may, if it gives the Agent not less than five (5)  Business  Days
prior  notice,  cancel in whole or in part the  amount of the Total  Commitments
undrawn at the date on which such  cancellation  is to be  effective  (but if in
part, being an amount of minimum USD 5,000,000)

Any  cancellation  under this  Clause 7 6 shall  reduce the  Commitments  of the
Lenders rateably

7.7  Terms and conditions for prepayments and cancellation

7 7 1  Irrevocable notice

Any notice of  prepayment or  cancellation  given by a Party under this Clause 7
shall  be  irrevocable  and,  unless  a  contrary  indication  appears  in  this
Agreement,  shall specify the date upon which the prepayment or  cancellation is
to be made and the amount of that cancellation or prepayment

7 7 2  Additional payments

Any prepayment under this Agreement shall be made together with accrued interest
on the amount  prepaid  and,  subject  to any Break  Costs,  without  premium or
penalty

7 7 3  Time of prepayment and cancellation

The Borrower shall not repay or prepay all or any part of any Loan or cancel all
or any part of the Commitments  except at the times and in the manner  expressly
provided for in this Agreement

7 7 4  No reinstatement

No  amount  of  the  Total  Commitments   cancelled  under  this  Agreement  may
subsequently be reinstated

7 7 5  Forwarding of notice of prepayment and cancellation

If the Agent receives a notice under this Clause 7 it shall  promptly  forward a
copy of that notice to the Borrower or the affected Lender, as appropriate


8    INTEREST

8.1  Calculation of interest

The rate of interest for each Loan for each  Interest  Period is the  percentage
rate per annum which is the aggregate of

a)   the Applicable Margin,

b)   LIBOR, and

c)   Mandatory Cost

Effective  interest pursuant to the Norwegian  Financial  Agreement Act 1999 has
been  calculated by the Agent as set out in a separate  notice from the Agent to
the Borrower

8.2  Adjustment of Applicable Margin

8 2 1  Definitions

For the purpose of this Clause 8 2 1, the following definitions shall apply

a)   "Margin Reset Date" means the date the Borrower  delivers,  or such date as
     the Borrower should have delivered,  a valuation of the Market Value of the
     Vessels to the Agent

b)   "Margin Period" means

     (i)  the period from (and  including)  the date of this  Agreement  to (but
          excluding) the first Margin Reset Date, and,

     (ii) each  period  from  (and  including)  a  Margin  Reset  Date  to  (but
          excluding) the next Margin Reset Date

8 2 2  Determination of Applicable Margin

The Applicable Margin shall be determined by reference to the ratio of the Loans
to the Security Pool Value as follows

-----------------------------------------------------------------------------
  Loans / Security Pool Value                        Applicable Margin
-----------------------------------------------------------------------------
  60 01% - 66 67%                                   1 20 per cent per annum
  50 00% - 60 00%                                   0 95 per cent per annum
  Less than 50 00%                                  0 70 per cent per annum
-----------------------------------------------------------------------------

8 2 3  Adjustment of Applicable Margin

Following  receipt  of  evidence  of  change in the  Market  Value of any of the
Vessels,  the Agent shall  determine the Applicable  Margin which shall apply to
all Loans made under this Agreement during the Margin Period  commencing on that
Margin Reset Date

8.3  Payment of interest

The Borrower  shall pay accrued  interest on the Loan on each  Interest  Payment
Date (and if the  Interest  Period is longer  than six (6)  months,  on the date
falling at six (6) monthly intervals after the first day of the Interest Period)

8.4  Default interest

If the  Borrower  fails  to pay any  amount  payable  by it  under  the  Finance
Documents on its due date,  interest shall accrue on the overdue amount from the
due date and up to the date of actual  payment (both before and after  judgment)
at a rate  determined  by the Agent to be two per cent (2 00%)  higher  than the
rate which would have been payable if the overdue amount had,  during the period
of  non-payment,  constituted  the relevant  Loan in the currency of the overdue
amount for successive Interest Periods, each of a duration selected by the Agent
(acting  reasonably)  Any  interest  accruing  under  this  Clause  8 4 shall be
immediately  payable by the Borrower on demand by the Agent Default interest (if
unpaid)  arising on an overdue amount will be compounded with the overdue amount
at the end of each Interest  Period  applicable to that overdue  amount but will
remain immediately due and payable

8.5  Notification of rates of interest

The  Agent  shall   promptly   notify  the  Lenders  and  the  Borrower  of  the
determination of a rate of interest under this Agreement


9    INTEREST PERIODS

9.1  Selection of Interest Periods

a)   The  Borrower  may select an  Interest  Period  for a Loan in the  Drawdown
     Notice

b)   The Borrower may select an Interest  Period of one (1), two (2),  three (3)
     or six (6) months or any such other period agreed  between the Borrower and
     the Agent (on behalf of the Lenders),  provided however,  that the Borrower
     may not choose  more than three (3) one (1) month  Interest  Periods in any
     calendar year

c)   An Interest  Period for a Loan shall not extend  beyond the Final  Maturity
     Date, but shall be shortened so that it ends on the Final Maturity Date

d)   Each Interest  Period for a Loan shall start on the relevant  Drawdown Date
     or (if already made) on the last day of its preceding Interest Period

9.2  Non-Business Day

If an Interest  Period would otherwise end on a day which is not a Business Day,
that Interest  Period will instead end on the next Business Day in that calendar
month (if there is one) or the preceding Business Day (if there is not)

9.3  Notification of Interest Periods

The Agent will  notify the  Borrower  and the  Lenders of the  Interest  Periods
determined in accordance with this Clause 9


10   CHANGES TO THE CALCULATION OF INTEREST

10.1  Market disruption

a)   If a Market  Disruption Event occurs in relation to a Loan for any Interest
     Period,  then the rate of interest on each Lender's  share of that Loan for
     the Interest Period shall be the rate per annum which is the sum of

     (i)  the Applicable Margin, and

     (ii) the rate  notified to the Agent by that Lender as soon as  practicable
          and in any event before  interest is due to be paid in respect of that
          Interest  Period,  to be that which expresses as a percentage rate per
          annum the cost to that  Lender of funding  its  participation  in such
          Loan from whatever source it may reasonably select

b)   In this Agreement, "Market Disruption Event" means

     (i)  at or about 11 00 hours  (London  time) on the  Quotation  Day for the
          relevant Interest Period LIBOR is not available, or

     (ii) before  close of  business  in  London  on the  Quotation  Day for the
          relevant  Interest  Period,  the Agent receives  notifications  from a
          Lender or Lenders  (whose  participations  in a Loan exceed  fifty per
          cent (50 00%) of such Loan)  that the cost to it or them of  obtaining
          matching deposits in the London interbank market would be in excess of
          LIBOR

10.2  Alternative basis of interest or funding

If a Market  Disruption  Event occurs and the Agent or the Borrower so requires,
the Agent and the Borrower  shall enter into  negotiations  (for a period of not
more than  thirty  (30) days) with a view to  agreeing  a  substitute  basis for
determining the rate of interest Any  alternative  basis agreed pursuant to this
Clause 10 2 shall,  with the prior  consent of all the Lenders and the Borrower,
be binding on all Parties

10.3  Break Costs

The Borrower shall, within three (3) Business Days of demand by a Finance Party,
pay to that Finance  Party its Break Cost  attributable  to all or any part of a
Loan or Unpaid Sum being paid by the  Borrower  on a day other than a  Repayment
Date for such Loan or Unpaid Sum

Each  Lender  shall,  as soon as  reasonably  practicable  after a demand by the
Agent,  provide a  certificate  confirming  the amount of its Break Cost for any
Interest Period in which they accrue


11   FEES

11.1  Commitment fee

The  Borrower  shall  pay to the  Agent  (for  distribution  to the  Lenders)  a
commitment  fee  computed  at the  rate  of  thirty  per  cent  (30  00%) of the
Applicable  Margin on the Total Available  Commitment  accruing from the date of
this Agreement payable quarterly in arrears

11.2  Other fees

The  Borrower  shall pay to the Agent and the Arranger (as the case may be) (for
distribution among the Lenders according to a separate agreement/invitation) the
fees in the amount and at the times agreed in the Fee Letter


12   TAX GROSS-UP AND INDEMNITIES

12.1  Taxes

12 1 1  No withholding

All payments by the Borrower under the Finance  Documents shall be made free and
clear of and without  deduction or  withholding  for or on account of any Tax or
any other governmental or public payment imposed by the laws of any jurisdiction
from which or through  which such  payment is made,  unless a Tax  deduction  or
withholding is required by law

12 1 2  Tax gross-up

The  Borrower  shall  promptly  upon  becoming  aware  that it  must  make a Tax
deduction or  withholding  (or that there is any change in the rate or the basis
of a Tax deduction or withholding)  notify the Agent  accordingly  Similarly,  a
Lender  shall  notify  the Agent on  becoming  so aware in  respect of a payment
payable to that Lender If the Agent receives such  notification from a Lender it
shall notify the Borrower and that Lender

If a Tax deduction or withholding is required by law to be made by the Borrower

a)   the amount of the payment due from the  Borrower  shall be  increased to an
     amount which (after  making any Tax  deduction  or  withholding)  leaves an
     amount equal to the payment  which would have been due if no Tax  deduction
     or withholding had been required, and

b)   the Borrower shall make that Tax deduction or  withholding  within the time
     allowed and in the minimum amount required by law

Within thirty (30) days of making either a Tax deduction or  withholding  or any
payment  required in  connection  with that Tax  deduction or  withholding,  the
Borrower  shall  deliver  to the Agent for the  Finance  Party  entitled  to the
payment  evidence  reasonably  satisfactory  to that Finance  Party that the Tax
deduction  or  withholding  has been  made or (as  applicable)  any  appropriate
payment paid to the relevant taxing authority

12.2  Tax indemnity

The Borrower  shall  (within three (3) Business Days of demand by the Agent) pay
to the Agent for the account of the  relevant  Finance  Party an amount equal to
the loss, liability or cost which a Finance Party determines will be or has been
(directly or  indirectly)  suffered for or on account of any Tax by such Finance
Party in respect of a Finance  Document,  save for any Tax on Overall Net Income
assessed  on a Finance  Party or to the extent such loss,  liability  or cost is
compensated under Clause 12 1 (Tax gross-up)

12.3  VAT

All amounts set out, or expressed to be payable under a Finance  Document by any
Party to a Finance Document shall be deemed to be exclusive of any VAT If VAT is
chargeable,  the Borrower shall pay to the Agent for the account of such Finance
Party (in addition to the amount required pursuant to the Finance  Documents) an
amount equal to such VAT


13   INCREASED COSTS

13.1  Increased Costs

The  Borrower  shall,  upon demand  from by the Agent,  pay for the account of a
Finance Party the amount of any Increased Cost incurred by that Finance Party or
any of its  affiliates as a result of (i) the  introduction  of or any change in
(or  in  the  interpretation,  administration  or  application  of)  any  law or
regulation  (including  any laws and  regulations  implementing  new or modified
capital  adequacy  requirements)  or (ii)  compliance with any law or regulation
made after the date of this Agreement

In this Agreement, the term "Increased Costs" means

a)   a reduction in the rate of return from the Facility or on a Finance Party's
     (or its affiliate's) overall capital,

b)   an additional or increased cost, or

c)   a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its affiliates to the
extent that it is  attributable  to that Finance  Party having  entered into its
Commitments or funding or performing its obligations under any Finance Document

A Finance  Party  intending  to make a claim  pursuant to this Clause 13 1 shall
notify  the Agent of the event  giving  rise to the claim,  following  which the
Agent shall  promptly  notify the Borrower  Each Finance  Party shall as soon as
practicable  after a demand by the Agent,  provide a  confirmation  showing  the
amount of its Increased Costs

13.2  Exceptions

Clause 13 1 (Increased  Costs) does not apply to the extent any Increased  Costs
is a) attributable to a Tax deduction or withholding  required by law to be made
by the Borrower, b) compensated for by Clause 12 1 (Tax gross-up) or Clause 12 2
(Tax Indemnity), or c) attributable to the wilful breach by the relevant Finance
Party or its affiliates of any law or regulation


14   OTHER INDEMNITIES

14.1  Currency indemnity

If any sum due from the Borrower under the Finance  Documents (a "Sum"),  or any
order,  judgement  or  award  given  or made  in  relation  to a Sum,  has to be
converted from the currency (the "First  Currency") in which that Sum is payable
into another currency (the "Second Currency") for the purpose of

a)   making or filing a claim or proof against the Borrower,

b)   obtaining  or  enforcing  an order,  judgement  or award in relation to any
     litigation or arbitration proceedings,

the Borrower shall as an independent obligation,  within three (3) Business Days
of demand,  indemnify  each  Finance  Party to whom that Sum is due  against any
cost,  loss  or  liability  arising  out of or as a  result  of  the  conversion
including any discrepancy  between (A) the rate of exchange used to convert that
Sum from the First  Currency into the Second  Currency and (B) the rate or rates
of exchange available to that person at the time of its receipt of that Sum

The Borrower waives any right it may have in any  jurisdiction to pay any amount
under the Finance  Documents  in a currency or currency  unit other than that in
which it is expressed to be payable

14.2  Other indemnities

The Borrower  shall within three (3)  Business  Days of demand,  indemnify  each
Finance  Party  against any costs,  loss or  liability  incurred by that Finance
Party as a result of

a)   the occurrence of any Event of Default,

b)   a failure by the Borrower to pay any amount due under the Finance Documents
     on its due date, including without limitation,  any cost, loss or liability
     arising as a result of Clause 26 (Sharing among the Finance Parties),

c)   funding,  or  making  arrangements  to fund,  its  participation  in a Loan
     requested  by the  Borrower in a Drawdown  Notice but not made by reason of
     the operation of any one or more of the provisions of this Agreement (other
     than by reason of default or negligence by that Lender alone), or

d)   a Loan (or part of a Loan) not being prepaid in accordance with a notice of
     prepayment given by the Borrower

14.3  Indemnity to the Agent

The  Borrower  shall  promptly  indemnify  the Agent  against any cost,  loss or
liability  incurred  by  the  Agent  (acting  reasonably)  as  a  result  of

a)   investigating any event which it reasonably believes is a possible Event of
     Default, or

b)   acting or verifying any notice,  request or instruction which it reasonably
     believes to be genuine, correct or appropriately authorised


15   MITIGATION BY THE LENDERS

15.1  Mitigation

Without in any way limiting the  obligations  of the  Borrower  hereunder,  each
Finance Party shall,  in  consultation  with the Borrower,  take all  reasonable
steps to mitigate  any  circumstances  which arise and which would result in any
amount becoming payable under or pursuant to, or cancelled pursuant to, any of

a)   Clause 7 1 (Mandatory prepayment - Total Loss or sale),

b)   Clause 7 2 (Mandatory prepayment - Market Value),

c)   Clause 7 3 (Mandatory prepayment - Illegality),

d)   Clause 12 (Tax gross-up and indemnities), and

e)   Clause 13 (Increased Costs),

including (but not limited to) transferring its rights and obligations under the
Finance Documents to another affiliate

A Finance  Party is not  obliged to take any steps under this Clause 15 1 if, in
the  opinion  of that  Finance  Party  (acting  reasonably),  to do so  might be
prejudicial to it

15.2  Indemnity

The  Borrower  shall  indemnify  each  Finance  Party for all costs and expenses
reasonably incurred by that Finance Party as a result of steps taken by it under
Clause 15 1 (Mitigation)


16   COSTS AND EXPENSES

16.1  Transaction expenses

The  Borrower  shall  promptly on demand pay to the Agent and the  Arranger  the
amount  of all costs  and  expenses  (including  legal  fees) and  out-of-pocket
expenses reasonably incurred by any of them in connection with

a)   the negotiation, preparation, printing, perfection, execution, registration
     and  syndication of this Agreement and any other  documents  referred to in
     this Agreement,

b)   any other Finance Documents executed after the date of this Agreement,

c)   any amendment,  variation,  waiver, consent or suspension of rights (or any
     proposal  for  any of the  foregoing)  requested  (or,  in  the  case  of a
     proposal, made) by or on behalf of the Borrower and relating to any Finance
     Document, and

d)   any other matter, not of an ordinary  administrative nature, arising out of
     or in connection with any Finance Document

16.2  Enforcement costs

Following an Event of Default, the Borrower shall promptly on demand,  reimburse
the Agent and/or  another  Finance  Party (as the case may be) the amount of all
costs and expenses  (including  internal and  external  fees)  incurred by it in
connection with the preservation,  protection, enforcement or maintenance of, or
attempt to preserve or enforce,  any of the rights of the Finance  Parties under
the Finance Documents


17   SECURITY

The  Borrower's   obligations  and  liabilities  under  the  Finance  Documents,
including  (without  limitation)  the  Borrower's  obligation to repay the Loans
together  with all unpaid  interest,  default  interest,  commissions,  charges,
expenses and any other derived liability  whatsoever of the Borrower towards the
Finance Parties in connection  with this Agreement,  shall at any time until all
amounts due to the Finance  Parties  hereunder  have been paid and/or  repaid in
full, be secured by

a)   the Mortgages, and

b)   the Assignment Agreement

(together the "Security Documents")

The Borrower  undertakes to ensure that the above  Security  Documents are being
duly  executed by the  parties  thereto in favour of the Agent (on behalf of the
Finance  Parties) on or about the date of this  Agreement,  legally valid and in
full force and effect,  and to execute or procure the  execution of such further
documentation  as the Agent may  reasonably  require  in order for the  relevant
Finance Parties to maintain the security position envisaged hereunder


18   REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to each Finance Party as follows

18.1  Status

The Borrower is a company, duly incorporated and validly existing under the laws
of Bermuda  and has the power to own its assets and carry on its  business as it
is currently being conducted

18.2  Binding obligations

The  Transaction  Documents to which the Borrower is a party  constitute  legal,
valid, binding and enforceable obligations in accordance with their terms

18.3  No conflict with other obligations

The  entry  into  and  performance  by the  Borrower  of,  and the  transactions
contemplated by, the Transaction  Documents do not and will not conflict with a)
any law or regulation or any order or decree of any governmental agency or court
by which it is bound, b) any constitutional documents of the Borrower, or c) any
agreement or document to which it is a party or by which it or any of its assets
are bound

18.4  Power and authority

The Borrower has the power to enter into, perform and deliver, and has taken all
necessary actions to authorise its entry into,  performance and delivery of, the
Transaction  Documents to which it is a party and the transactions  contemplated
by those Transaction Documents

18.5  Authorisations and consents

All  authorisations,   approvals,   consents  and  other  matters,  official  or
otherwise,  required  by the  Borrower in  connection  with the  entering  into,
performance,  validity and  enforceability of the Transaction  Documents and the
transactions  contemplated hereby and thereby have been obtained or effected and
are in full force and effect

18.6  Taxes

The Borrower has complied with all material  taxation laws in all  jurisdictions
where it is  subject  to  taxation  and has paid all  material  Taxes  and other
amounts due to governments  and other public bodies No claims are being asserted
against  it with  respect  to any  Taxes  or other  payments  due to  public  or
governmental  bodies The  Borrower is not required to make any  withholdings  or
deductions  for or on account  of Tax from any  payment it may make under any of
the Finance Documents

18.7  No filing or stamp duty

Save as provided  herein and/or as have been or shall be completed  prior to the
relevant  Drawdown Date, it is not necessary that any Finance Document be filed,
recorded or enrolled with any court or other authority in the jurisdiction where
the Borrower is incorporated  or that any stamp,  registration or similar tax be
paid on or in relation to the Finance Documents or the transactions contemplated
by the Finance Documents

18.8  No Default

a)   No Event of Default is continuing or might reasonably be expected to result
     from the  making  of any Loan or the  entry  into,  performance  of, or any
     transaction contemplated by, any Finance Document

b)   No other event or circumstances is outstanding  which constitutes a default
     or (with the  expiry of a grace  period,  giving of notice or the making of
     any  determination  or any combination of the foregoing) might constitute a
     default  or  termination  event  (howsoever   described)  under  any  other
     agreement  or  instrument  which is binding on the  Borrower  or any of its
     subsidiaries  or to  which  the  Borrower's  (or any of its  subsidiaries')
     assets are subject which might have a Material Adverse Effect

18.9  No misleading information

Any factual information, documents, exhibits or reports relating to the Borrower
and which  have been  furnished  to the  Finance  Parties by or on behalf of the
Borrower are  complete  and correct in all material  respects and do not contain
any  misstatement  of  fact or omit to  state a fact  making  such  information,
exhibits or reports misleading in any material respect

18.10  Original Accounts

a)   Complete  and  correct  The  Original   Financial   Statements  fairly  and
     accurately represent the assets, liabilities and the financial condition of
     the Borrower and have been  prepared in accordance  with GAAP  consistently
     applied

b)   No  undisclosed  liabilities  As of  the  date  of the  Original  Financial
     Statements,  the Borrower had no material liabilities,  direct or indirect,
     actual or contingent,  and there is no material,  unrealised or anticipated
     losses  from any  unfavourable  commitments  not  disclosed  by or reserved
     against in the Original Financial Statements or in the notes thereto

c)   No material  change  Since the date of the Original  Financial  Statements,
     there has been no  material  adverse  change in the  business,  operations,
     assets or condition (financial or otherwise) of the Borrower

18.11  Pari passu ranking

The Borrower's  payment  obligations  under the Finance  Documents rank at least
pari  passu  with the  claims  of all its  other  unsecured  and  unsubordinated
creditors,  except for  obligations  preferred  by  mandatory  law  applying  to
international shipping companies generally

18.12  No litigation

No litigation,  arbitration or administrative  proceedings or labour disputes of
or before any court,  arbitral  body or agency,  which if adversely  determined,
might  reasonably be expected to have a Material  Adverse  Effect,  have (to the
best of the Borrower's  knowledge and belief) been started or threatened against
the Borrower

18.13  No existing Security Interest

Save as described in Clause 17 (Security),  no Security Interest exists over all
or any of the present or future revenues or assets of the Borrower

18.14  No immunity

The execution and delivery by the Borrower of each Transaction Document to which
it is a party constitute,  and its exercise of its rights and performance of its
obligations  under  each  Transaction  Document  will  constitute,  private  and
commercial acts performed for private and commercial purposes,  and the Borrower
will not (except for bankruptcy or any similar proceedings) be entitled to claim
for itself or any or all of its assets immunity from suit, execution, attachment
or other legal process in any other  proceedings  taken in Norway and/or Bermuda
(as the case may be) in relation to any Transaction Document

18.15  No winding-up

The  Borrower has not taken any  corporate  action nor have any other steps been
taken or  legal  proceedings  been  started  or  threatened  against  it for its
reorganisation, winding-up, dissolution or administration or for the appointment
of a  receiver,  administrator,  administrative  receiver,  trustee  or  similar
officer of it or any or all of its assets

18.16  Environmental compliance

The Borrower and the Charterers (as the case may be) have performed and observed
in all material respects all Environmental Laws, Environmental Approvals and all
other material  covenants,  conditions,  restrictions or agreements  directly or
indirectly  concerned with any contamination,  pollution or waste or the release
or discharge of any toxic or hazardous substance in connection with the Vessels

18.17  Environmental Claims

No  Environmental  Claim has been  commenced  or (to the best of the  Borrower's
knowledge and belief) is threatened against the Borrower or the Charterers where
that claim  would be  reasonably  likely,  if  adversely  determined,  to have a
Material Adverse Effect

18.18  ISM Code and ISPS Code Compliance

All  requirements  of the ISM  Code  and the  ISPS  Code as they  relate  to the
Borrower,  the Managers,  the Charterers and the Vessels have been complied with
in all material respects

18.19  The Existing Vessels

Each of the Existing Vessels will on the Drawdown Date be

a)   in  the  absolute   ownership  of  the  Borrower  free  and  clear  of  all
     encumbrances  (other  than  current  crew wages and the  Mortgage)  and the
     Borrower  will be the sole,  legal and  beneficial  owner of such  Existing
     Vessel,

b)   registered  in the name of the Borrower  with the  Bahamas,  Isle of Man or
     Norwegian  International  Ship Registry (as the case may be) under the laws
     and flag of the Bahamas, Isle of Man or Norway (as the case may be),

c)   operationally seaworthy in every way and fit for service, and

d)   classed  with DnV or  Lloyds  (as the case  may  be),  free of all  overdue
     requirements and recommendations

18.20  No money laundering

The  Borrower is acting for its own account in relation to the  Facility  and in
relation to the performance and the discharge of its obligations and liabilities
under the Finance Documents and the transactions and other arrangements effected
or contemplated by the Finance  Documents to which the Borrower is a party,  and
the foregoing  will not involve or lead to  contravention  of 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) and Directive
2001/97 of the  European  Parliament  and of 4 December  2001  amending  Council
Directive 91/308)

18.21  Repetition

The  representations  and  warranties set out in this Clause 18 are deemed to be
made by the  Borrower  on the date of this  Agreement  and shall be deemed to be
repeated

a)   on the date of a Drawdown Notice,

b)   on the relevant Drawdown Date,

c)   on the first day of each Interest Period, and

d)   in each Compliance Certificate forwarded to the Agent pursuant to Clause 19
     2  (Compliance  certificate)  (or,  if no such  Compliance  Certificate  is
     forwarded,  on each day such certificate  should have been forwarded to the
     Agent at the latest)


19   INFORMATION UNDERTAKINGS

The Borrower  gives the  undertakings  set out in this Clause 19 to each Finance
Party and such undertakings shall remain in force throughout the Security Period

19.1  Financial statements

The  Borrower  shall  supply to the Agent in  sufficient  copies  for all of the
Lenders

a)   as soon as the same become  available,  but in any event within one hundred
     and  thirty-five  (135) days after the end of each of its financial  years,
     its audited consolidated financial statements for that financial year, and

b)   as soon as the same become  available,  but in any event  within sixty (60)
     days after the end of each  quarter  of each of its  financial  years,  its
     consolidated unaudited financial statements for that financial quarter

19.2  Compliance Certificate

The Borrower  shall supply to the Agent,  with each set of financial  statements
delivered pursuant to Clause 19 1 a) (Financial statements) (or upon the request
of the Agent), a Compliance  Certificate  signed by an authorised officer of the
Borrower setting out (in reasonable  detail)  computations as to compliance with
Clause  20  (Financial  covenants)  as at the date as at which  those  financial
statements were drawn up

19.3  Requirements as to financial statements

The  Borrower  shall  procure that each set of  financial  statements  delivered
pursuant  to  Clause  19  1  (Financial  statements)  is  prepared  using  GAAP,
accounting  practices  and financial  reference  periods  consistent  with those
applied in the preparation of the Original Financial Statements for the Borrower
unless,  in relation to any set of financial  statements,  it notifies the Agent
that there has been a change in GAAP,  the  accounting  practices  or  reference
periods and its auditors deliver to the Agent

a)   a description  of any change  necessary for those  financial  statements to
     reflect GAAP,  accounting  practices  and reference  periods upon which the
     Original Financial Statements were prepared, and

b)   sufficient information, in form and substance as may be reasonably required
     by the  Agent,  to  enable  the  Lenders  to  determine  whether  Clause 20
     (Financial   covenants)  has  been  complied  with  and  make  an  accurate
     comparison  between the  financial  position  indicated in those  financial
     statements and the Original Financial Statements

Any reference in this Agreement to those financial statements shall be construed
as a reference to those  financial  statements  as adjusted to reflect the basis
upon which the Original Financial Statements were prepared

19.4  Information - miscellaneous

The Borrower  shall notify the Agent and/or  supply to the Agent (in  sufficient
copies for all the Lenders, if the Agent so requests)

a)   any Charterparty if and when requested by the Agent,

b)   all material  documents  dispatched by the Borrower to its  shareholders or
     its creditors generally at the same time as they are dispatched,

c)   promptly  upon becoming  aware of them,  the details of any event which has
     occurred  or may  occur  which  have a  material  impact  on the  condition
     (financial or otherwise) of the Borrower,

d)   promptly  upon  becoming  aware of them,  the  details  of any  litigation,
     arbitration or administrative proceedings which are current,  threatened or
     pending  against the Borrower,  and which might,  if adversely  determined,
     have a Material Adverse Effect, and

e)   promptly,  such further  information  regarding the  business,  operations,
     assets and  operations  (financial  or  otherwise)  of the  Borrower as any
     Finance Party (through the Agent) may reasonably request

19.5  Notification of default

The Borrower shall notify the Agent of any default (and the steps, if any, being
taken to remedy it) promptly upon becoming aware of its occurrence

19.6  Notification of Environmental Claims

The Borrower shall inform the Agent in writing as soon as reasonably practicable
upon becoming aware of the same

a)   if any  Environmental  Claim  has  been  commenced  or (to the  best of the
     Borrower's  knowledge and belief) is threatened  against the Borrower,  the
     Charterers or any of the Vessels, and

b)   of any fact and circumstances which will or are reasonably likely to result
     in any  Environmental  Claim  being  commenced  or  threatened  against the
     Borrower, the Charterers or any of the Vessels,

where the claim would be reasonably  likely, if determined  against the Borrower
or any of the Vessels, to have a Material Adverse Effect


20   FINANCIAL COVENANTS

20.1  Financial definitions

For the  purposes  of the  financial  covenants  set out herein,  the  following
definitions shall apply

"Equity" means Total Assets less Total Debt

"Total Assets"  means,  on a  consolidated  basis,  the book value of all assets
(including any properties)  less any capitalised  goodwill and other  intangible
assets

"Total Debt" means,  on a  consolidated  basis,  the aggregate book value of all
provisions, other long term liabilities and current liabilities of the Borrower

20.2  Financial covenants

The Borrower shall at all times during the Security Period maintain an Equity of
minimum USD 150,000,000


21   GENERAL UNDERTAKINGS

The Borrower  gives the  undertakings  set out in this Clause 21 to each Finance
Party and such undertakings shall remain in force throughout the Security Period

21.1  Authorisations etc.

The Borrower shall promptly

a)   obtain,  comply and do all that is  necessary to maintain in full force and
     effect, and

b)   supply certified copies to the Agent (if so requested) of,

any authorisation,  consent, approval,  resolution,  licence, exemption, filing,
notarisation  or  registration  required  under  any  law or  regulation  of its
jurisdiction of incorporation to enable it to perform its obligations  under the
Transaction  Documents and to ensure the legality,  validity,  enforceability or
admissibility   in  evidence  in  its   jurisdiction  of  incorporation  of  any
Transaction Document

21.2  Compliance with laws

The  Borrower  shall  comply  in all  respects  with all laws to which it may be
subject,  if failure so to comply would materially impair its ability to perform
its obligations under the Transaction Documents

21.3  Pari passu ranking

The Borrower shall ensure that its  obligations  under the Finance  Documents do
and  will  rank at least  pari  passu  with all its  other  present  and  future
unsecured and unsubordinated obligations, except for those obligations which are
preferred  by  mandatory  law  applying  to  international   shipping  companies
generally in the  jurisdictions  of its  incorporation or in the jurisdiction in
the ports of calls

21.4  Title

The Borrower will hold legal title to and own the entire beneficial  interest in
the Vessels,  the Insurances and their Earnings,  free of all Security  Interest
and other  interests  and rights of every kind,  except for those created by the
Financial Documents and as set out in Clause 21 5 (Negative pledge)

21.5  Negative pledge

The Borrower  shall not create or permit to subsist any Security  Interest  over
any of the Vessels nor upon any of its present or future undertakings, property,
assets, rights or revenues, other than

a)   Security Interest under the Security Documents,

b)   Security  Interest  arising in the ordinary  course of business  (hereunder
     liens in  respect of  salvage,  general  average,  other  liens  covered by
     insurance and Security Interest arising by operation of maritime law), and

c)   Security  Interests  consented  to in  writing  by the Agent  (acting  upon
     instructions from the Majority Lenders)

21.6  Borrowings

The Borrower  shall not enter into any new  Financial  Indebtedness,  other than
current liabilities related to the day to day operation of the Vessels

21.7  Disposals

The Borrower shall not sell,  transfer or otherwise  dispose of the whole or any
part of its interest in any of the Vessels,  the Earnings nor otherwise  dispose
of all or any  substantial  part of its assets without the prior written consent
of the Agent (acting upon the instructions from the Majority Lenders)

21.8  Distributions

The Borrower shall not distribute any dividend,  reduce any of its share capital
or make any other  distributions in whatever form to its  shareholder(s)  or any
other person(s) if (i) it is not or will, following such distribution, not be in
compliance  with the  covenants  set out in this  Agreement  (hereunder  but not
limited to the financial covenants in Clause 20 (Financial covenants)) or (1) an
Event of Default has occurred or occurs as a consequence of such distribution

21.9  Bank accounts

The  Borrower  shall hold and  maintain  all its bank  accounts  (hereunder  the
Earnings  Account)  with the Agent and ensure that all  Earnings are paid to the
Earnings Account

21.10  Change of business

The  Borrower  shall  ensure that no  substantial  change is made to the general
nature of the business of the Borrower from that carried out at the date of this
Agreement

21.11  Taxation

The Borrower  shall pay and  discharge  all Taxes  imposed upon it or its assets
within the time period allowed without  incurring  penalties  unless and only to
the extent that such payment is being contested in good faith or can be lawfully
withheld

21.12  No mergers etc.

The Borrower shall not enter into any merger, amalgamation, de-merger, split-up,
divest,  consolidation  with or into any other  person or be the  subject of any
reconstruction without the prior consent of the Agent (on behalf of the Lenders)

21.13  Environmental compliance

The Borrower  shall (and shall procure that the  Charterers  will) comply in all
material  respects  with  all  Environmental  Laws  subject  to  the  terms  and
conditions  of any  Environmental  Approval,  implement  procedures  to  monitor
compliance with and to prevent  liability under any Environmental Law and obtain
and maintain any Environmental Approval

21.14  Commercial management

The Borrower  shall procure that the  Commercial  Manager  shall  continue to be
commercial manager of the Borrower and there shall be no material change to such
commercial  management  and/or the Commercial  Management  Agreement without the
prior written consent of the Agent

21.15  Transaction Documents

The Borrower shall procure that none of the  Transaction  Documents  (other than
the  Charterparties)  are amended or  terminated,  or any waiver or any material
terms thereof are agreed  thereunder  without the prior  written  consent of the
Agent (on behalf of the Lenders)

21.16  Listing

The Borrower shall remain listed on a recognised  stock  exchange  acceptable to
the Agent

21.17  Limitations on Investments

Except with the prior  written  consent of the  Majority  Lenders,  the Borrower
shall  not (and the  Borrower  shall  ensure  that no  entity  controlled  by it
(directly or indirectly)  shall not) make any Investment in an amount  exceeding
the Value Adjusted Equity at the time of the Investment


22   VESSEL COVENANTS

22.1  General

The Borrower  gives the  undertakings  set out in this Clause 22 to each Finance
Party and such undertakings shall remain in force throughout the Security Period

22.2  Insurance

a)   The Borrower  shall  maintain or ensure that each of the Vessels is insured
     against  such risks,  including  but not  limited  to, Hull and  Machinery,
     Protection & Indemnity  (including maximum cover for pollution liability as
     normally adopted by the industry for similar vessels), Hull interest and/or
     Freight  Interest and War Risk insurances,  in such amounts,  on such terms
     and with such insurers as the Agent shall approve

b)   The value of the Hull and Machinery  insurance  shall cover at least eighty
     per cent (80  00%) of the  Market  Value  of the  relevant  Vessel  and the
     aggregate insurance value of the Vessels (except Protection & Indemnity and
     Loss of Hire), shall be at least equal to the higher of the Market Value of
     all of the  Vessels  and one  hundred  and twenty per cent (120 00%) of the
     Loans

c)   The  Borrower  shall  procure  that the  Agent (on  behalf  of the  Finance
     Parties) is noted as first priority  mortgagee in the insurance  contracts,
     together with the  confirmation  from the underwriters to the Agent thereof
     that the notice of assignment  with regards to the  Insurances and the loss
     payable  clauses are noted in the  insurance  contracts  and that  standard
     letters of undertaking are executed by the insurers

d)   Not later  than seven (7) days  prior to the  expiry  date of the  relevant
     Insurances  the  Borrower  shall  procure  the  delivery  to the Agent of a
     certificate  from the  insurance  broker(s)  through  whom  the  Insurances
     referred to in  paragraph  a) have been renewed and taken out in respect of
     the Vessels with  insurance  values as required by paragraph  b), that such
     Insurances  are in full  force and  effect and that the Agent (on behalf of
     the Finance Parties) have been noted by the relevant insurers

e)   If the Majority  Lenders so require,  the Agent may, for the account of the
     Borrower,  take out a Loss of Hire, a Mortgagee's  Interest Insurance and a
     Mortgagee's Interest -Additional Perils Pollution Insurance (covering up to
     one  hundred  and  twenty per cent (120 00%) of the Loan)  relevant  to the
     Vessels

f)   If any of the  Insurances  referred to in paragraph a) form part of a fleet
     cover,  the Borrower shall procure that the insurers shall undertake to the
     Agent that they shall neither  set-off against any claims in respect of any
     of the  Vessels any  premiums  due in respect of other  vessels  under such
     fleet  cover or any  premiums  due for other  insurances,  nor cancel  this
     Insurance  for reason of  non-payment  of premiums for other  vessels under
     such  fleet  cover or of  premiums  for such  other  insurances,  and shall
     undertake  to issue a separate  policy in respect of any of the  Vessels if
     and when so requested by the Agent

g)   The  Borrower  shall  procure  that the  Vessels  always  are  employed  in
     conformity with the terms of the  instruments of Insurances  (including any
     warranties  expressed or implied therein) and comply with such requirements
     as to extra premium or otherwise as the insurers may prescribe

h)   The Borrower  will not make any change to the  Insurances  described  under
     paragraph a) and b) above  without the prior  written  consent of the Agent
     (on behalf of the Lenders)

22.3  Classification and repairs

The  Borrower  shall keep the Vessels in a good,  safe and  efficient  condition
consistent with first class ownership and management practice and in particular

a)   so as to maintain its class at the highest level with DnV or Lloyds (as the
     case may be) or another  classification society approved by the Agent, free
     of overdue recommendations and qualifications, and

b)   so as to comply  with the laws and  regulations  (statutory  or  otherwise)
     applicable to vessels  registered under the flag state of the Vessels or to
     vessels  trading to any  jurisdiction to which any of the Vessels may trade
     from time to time

22.4  Minimum Market Value

a)   The Market Value of the Vessels  shall not be less than (i) one hundred and
     thirty  per cent  (130 00%) in the first  year  following  the date of this
     Agreement  and (ii) one  hundred  and  fifty per cent (150 00%) at all time
     thereafter

b)   The Borrower shall, at its own expense, arrange for the market Value of the
     Vessels to be  determined  annually  (or when  reasonably  requested by the
     Agent)  and  include  the  amount  of such  Market  Value  in the  relevant
     Compliance   Certificate  to  be  delivered  together  with  the  financial
     statement as set out in Clause 19 1 a) (Financial statements)

22.5  Restrictions on chartering, appointment of Managers etc.

The Borrower shall not without the pnor written  consent of the Agent (on behalf
of the Majority Lenders)

a)   enter  into  any  Charterparty  which  is not on  arm's  length  terms  and
     conditions,

b)   appoint a technical  manager for the Vessels which is not reputable (in the
     opinion of the Agent) or enter into any Technical  Management  Agreement(s)
     which are not on arm's length terms and conditions, or

c)   change the classification society of any of the Vessels

22.6  Notification of certain events

The Borrower shall immediately notify the Agent of

a)   any accident to any of the Vessels  involving  repairs where the costs will
     or is  likely  to  exceed  USD  500,000  (or the  equivalent  in any  other
     currency),

b)   any  requirement or  recommendation  made by any insurer or  classification
     society  or by  any  competent  authority  which  is  not,  or  cannot  be,
     immediately complied with,

c)   any exercise or purported  exercise of any lien on any of the Vessels,  the
     Earnings or the Insurances,

d)   any occurrence as a result of which any of the Vessels has become or is, by
     the passing of time or otherwise, likely to become a Total Loss,

e)   any claim for a material breach of the ISM Code or the ISPS Code being made
     against  the  Borrower,  the  Managers,  the  Charterers  or  otherwise  in
     connection with any of the Vessels, and

f)   any arrest or detention  of any of the  Vessels,  any exercise or purported
     exercise  of  any  lien  on  any  of the  Vessels,  their  Earnings  and/or
     Insurances

22.7  Operation of the Vessels

a)   The  Borrower  shall  comply,  or procure the  compliance  in all  material
     respects with the ISM Code and the ISPS Code,  all  Environmental  Laws and
     all other laws or  regulations  relating to the Vessels,  their  ownership,
     operation  and  management or to the business of the Borrower and shall not
     employ any of the Vessels nor allow their employment

     (i)  in  any  manner   contrary  to  law  or  regulation  in  any  relevant
          jurisdiction including but not limited to the ISM Code, and

     (ii) in the event of  hostilities  in any part of the world (whether war is
          declared  or not),  in any zone  which is  declared  a war zone by any
          government  or by the war risk  insurers of any of the Vessels  unless
          the Borrower has (at its expense) effected any special,  additional or
          modified  insurance  cover which shall be necessary  or customary  for
          first class shipowners  trading vessels within the territorial  waters
          of such country at such time and has  provided  evidence of such cover
          to the Agent

     Without  limitation  to the  generality  of this Clause 22 7, the  Borrower
     shall comply or procure compliance,  with, as applicable,  all requirements
     of the International  Convention for the Safety of Life at Sea (SOLAS) 1974
     as  adopted,  amended  or  replaced  from time to time  including,  but not
     limited to, the STCW 95, the ISM Code or the ISPS Code

22.8  ISM Code compliance

The Borrower will

a)   procure that each of the Vessels  remains subject to a SMS for the duration
     of the Facility,

b)   procure that a valid and current SMC is maintained  for each of the Vessels
     for the duration of the Facility,

c)   if not itself,  procure that the Technical Manager of the Vessels maintains
     a valid and current DOC for the duration of the Facility,

d)   immediately  notify  the  Agent in  writing  of any  actual  or  threatened
     withdrawal,  suspension,  cancellation or modification of the SMC of any of
     the Vessels or of the DOC of the Technical Manager, and

e)   immediately  notify  the  Agent in  writing  of any  "accident"  or  "major
     non-conformity",  each as those terms is defined in the  Guidelines  in the
     application of the IMO  International  Safety Management Code issued by the
     International Chamber of Shipping and International Shipping Federation

22.9  Inspections and class records

a)   The Borrower shall permit,  and shall procure that any  charterers  permit,
     one person  appointed  by the Agent to inspect the Vessels  once a year for
     the account of the Borrower upon the Agent giving prior written notice

b)   The  Borrower  shall  instruct  the  classification  society to send to the
     Agent,  following  a written  request  from the Agent,  copies of all class
     records held by the classification society in relation to the Vessels

22.10  Surveys

The  Borrower  shall  submit to or cause the  Vessels  to be  submitted  to such
periodic or other surveys as may be required for classification  purposes and to
ensure  full  compliance  with  regulations  of the  relevant  flag state of the
Vessels  and to supply  or to cause to be  supplied  to the Agent  copies of all
survey reports and  confirmations  of class issued in respect  thereof  whenever
such is required by the Agent, however limited to once a year

22.11  Arrest

The Borrower shall or shall procure that the Charterers shall,  promptly pay and
discharge

a)   all liabilities which give or may give rise to maritime or possessory liens
     on or claims  enforceable  against any of the Vessels,  the Earnings or the
     Insurances,

b)   all tolls,  taxes,  dues,  fines,  penalties and other  amounts  charged in
     respect of any of the Vessels, the Earnings or the Insurances, and

c)   all other  outgoings  whatsoever  in  respect  of any of the  Vessels,  the
     Earnings and the Insurances,

and forthwith upon receiving a notice of arrest of any of the Vessels,  or their
detention in exercise or purported  exercise of any lien or claim,  the Borrower
shall or shall  procure  that the  Charterers  shall  procure  their  release by
providing  bail or  providing  the  provision  of security or  otherwise  as the
circumstances may require

22.12  Total Loss

In the event that any of the Vessels  shall  suffer a Total Loss,  the  Borrower
shall, within a period of one hundred and twenty (120) days after the Total Loss
Date, obtain and present to the Agent, a written  confirmation from the relevant
insurers  that the claim  relating to the Total Loss has been  accepted in full,
and the Insurance  proceeds  shall be applied in prepayment of the relevant Loan
in accordance with Clause 7 1 (Mandatory prepayment - Total Loss or sale)

22.13  Flag, name and registry

The  Borrower  shall not,  without  the prior  written  consent of the Agent (on
behalf of the Lenders), change the flag, name or registry of any of the Vessels


23   EVENTS OF DEFAULT

Each of the  events or  circumstances  set out in this  Clause 23 is an Event of
Default

23.1  Non-payment

The  Borrower  does not pay on the due date any  amount  payable  pursuant  to a
Finance Document at the place and in the currency in which it is expressed to be
payable unless

a)   its failure to pay is caused by administrative or technical error affecting
     the transfer of funds despite timely payment  instructions by the Borrower,
     and

b)   payment is made within five (5) days of its due date

23.2  Financial covenants

Any requirement in Clause 20 (Financial covenants) is not satisfied

23.3  Other obligations

a)   The Borrower  does not comply with any  provision of the Finance  Documents
     (other than those referred to in Clause 23 1 (Non-payment)  and Clause 23 2
     (Financial covenants), which are not capable of remedy))

b)   No Event of Default  under  paragraph  a) above in relation to Clause 22 11
     (Arrest)  will  occur if the  failure to comply is capable of remedy and is
     remedied  within ten (10)  Business Days of the earlier of the Agent giving
     notice to the  Borrower or the  Borrower  becoming  aware of the failure to
     comply

23.4  Misrepresentations

Any representation or statement made or deemed to be made by the Borrower in the
Finance  Documents  or any  other  document  delivered  by or on  behalf  of the
Borrower under or in connection  with any of the Finance  Documents is or proves
to have been incorrect or misleading in any material respect when made or deemed
to be made

23.5  Cross default

Any of the following occurs

a)   any Financial  Indebtedness of the Borrower is not paid when due nor within
     any originally applicable grace period,

b)   any Financial  Indebtedness  of the Borrower is declared to be or otherwise
     becomes due and payable prior to its  specified  maturity as a result of an
     event of default (however described),

c)   any commitment for any Financial  Indebtedness of the Borrower is cancelled
     or  suspended  by a  creditor  of the  Borrower  as a result of an event of
     default (however described), or

d)   any  creditor of the  Borrower  becomes  entitled to declare any  Financial
     Indebtedness  of the  Borrower  due  and  payable  prior  to its  specified
     maturity as a result of an event of default (however described),

unless the aggregate amount of Financial  Indebtedness  falling within paragraph
a) to d) above is less than USD 500,000 (or its equivalent in other currencies)

23.6  Insolvency

a)   The  Borrower is unable or admits  inability  to pay its debts as they fall
     due,  suspends  making payments on any of its debts or, by reason of actual
     or anticipated financial  difficulties,  commences negotiations with one or
     more of its creditors with a view to rescheduling any of its indebtedness

b)   The  value of the  assets  of the  Borrower  is less  than its  liabilities
     (taking into account contingent and prospective liabilities)

c)   A moratorium is declared in respect of any indebtedness of the Borrower

23.7  Insolvency proceedings

Any corporate  action,  legal proceedings or other procedure or step is taken in
relation to

a)   The suspension of payments,  a moratorium of any indebtedness,  winding-up,
     dissolution,   administration  or  reorganisation   (by  way  of  voluntary
     arrangement, scheme or arrangement or otherwise) of the Borrower,

b)   a composition,  compromise,  assignment or arrangement with any creditor of
     the Borrower,

c)   the  appointment  of  a  liquidator,  receiver,   administrative  receiver,
     administrator or other similar officer in respect of the Borrower, or

d)   enforcement of any Security Interest over any assets of the Borrower

23.8  Creditor's process

Any expropriation,  attachment, sequestration, distress or execution affects any
asset or assets of the Borrower  having an aggregate value of USD 500,000 and is
not discharged within thirty (30) days

23.9  Unlawfulness

It is or  becomes  unlawful  for the  Borrower  to perform  any of its  material
obligations under the Finance Documents

23.10  Material adverse change

Any event or series of events  occur  which,  in the  reasonable  opinion of the
Agent (on behalf of the Lenders), might have a Material Adverse Effect

23.11  Permits

Any  licence,  consent,  permission  or  approval  required in order to enforce,
complete or perform any of the Transaction  Documents is revoked,  terminated or
modified having a Material Adverse Effect

23.12  Litigation

There is current, pending or threatened any claims,  litigation,  arbitration or
administrative  proceedings  against the  Borrower  which  might,  if  adversely
determined, has a Material Adverse Effect

23.13  Acceleration

Upon the  occurrence  of an Event of  Default,  the Agent  may,  and shall if so
directed by the Majority Lenders, by written notice to the Borrower

a)   cancel the Total Commitments whereupon they shall immediately be cancelled,

b)   declare that all or part of the Facility  together  with accrued  interest,
     and all other amounts accrued or outstanding  under the Finance  Documents,
     be either immediately due and payable and/or payable upon demand, whereupon
     they shall become either  immediately due and payable or payable on demand,
     and/or

c)   start enforcement in respect of the Security  Interests  established by the
     Security Documents, and/or

d)   take any other action, with or without notice to the Borrower, exercise any
     other  right or pursue  any other  remedy  conferred  upon the Agent or the
     Finance Parties by any of the Finance Documents or by any applicable law or
     regulation or otherwise as a consequence of such Event of Default


24   CHANGES TO THE PARTIES

24.1  No assignment by the Borrower

The  Borrower  may not assign or  transfer  or have  assumed any part of, or any
interest in, its rights and/or obligations under the Finance Documents

24.2  Assignments and transfers by the Lenders

A Lender  (the  "Existing  Lender")  may at any time  assign,  transfer  or have
assumed its rights or  obligations  under the Finance  Documents with regards to
the Facility (a "Transfer") to

a)   another Existing Lender or an affiliate of an Existing Lender, or

b)   after  consultation with the Borrower (such consultation is not required in
     case an Event of Default has occurred and is continuing) to another bank or
     financial  institution  or to a  trust,  fund  or  other  entity  which  is
     regularly  engaged in or established for the purpose of making,  purchasing
     or  investing  in loans,  securities  or other  financial  assets (the "New
     Lender")

24.3  Limitations of responsibility of Existing Lenders

24 3 1  Borrower's performance, etc

Unless  expressly   agreed  to  the  contrary,   an  Existing  Lender  makes  no
representation or warranty and assumes no responsibility to the New Lender for

a)   the legality,  validity,  effectiveness,  adequacy or enforceability of the
     Finance Documents or any other documents,

b)   the financial condition of the Borrower,

c)   the performance and observance by the Borrower of its obligations under the
     Finance Documents or any other documents, or

d)   the  accuracy  of any  statements  (whether  written or oral) made in or in
     connection with the Finance Documents or any other document

24 3 2  New Lender's own credit appraisal, etc

Each New Lender  confirms to the Existing  Lender and the other Finance  Parties
that it

a)   has made (and will continue to make) its own independent  investigation and
     assessment of the  financial  condition and affairs of the Borrower and its
     related entities in connection with its participation in this Agreement and
     has  not  relied  exclusively  on  any  information  provided  to it by the
     Existing Lender in connection with any Finance Document, and

b)   will continue to make its own independent appraisal of the creditworthiness
     of the  Borrower  and its related  entities  whilst any amount is or may be
     outstanding under the Finance Documents or any Commitment is in force

24 3 3  Re-transfer to an Existing Lender, etc

Nothing in any Finance Document obliges an Existing Lender to

     a)   accept  a  re-transfer  from a New  Lender  of any of the  rights  and
          obligations assigned or transferred under this Clause 24, or

b)   support  any losses  directly or  indirectly  incurred by the New Lender by
     reason of the  nonperformance  by the Borrower of its obligations under the
     Finance Documents or otherwise

24.4  Procedure for transfer

Any Transfer shall be effected as follows

a)   the Existing  Lender must notify the Agent of its intention to Transfer all
     or part of its  rights  and  obligations  by  delivering  a duly  completed
     Transfer  Certificate to the Agent duly executed by the Existing Lender and
     the New Lender,

b)   subject to Clause 24 2  (Assignments  and  transfers by the  Lenders),  the
     Agent  shall as soon as  reasonable  possible  after  receipt of a Transfer
     Certificate execute the Transfer Certificate and deliver a copy of the same
     to each of the Existing Lender and the New Lender, and

c)   subject to Clause 24 2  (Assignments  and  transfers by the  Lenders),  the
     Transfer shall become effective on the Transfer Date

24.5  Effects of the Transfer

On the Transfer Date

a)   to the extent that in the Transfer Certificate the Existing Lender seeks to
     transfer  its rights  and  obligations  under the  Finance  Documents,  the
     Borrower and the Existing Lender shall be released from further obligations
     to one another  under the Finance  Documents  and their  respective  rights
     against one another  under the Finance  Documents  shall be cancelled  (the
     "Discharged Rights and Obligations"),

b)   the  Borrower  and the New Lender  shall  assume  obligations  towards  one
     another  and/or  acquire  rights  against one another which differ from the
     Discharged  Rights and Obligations only insofar as the Borrower and the New
     Lender have assumed  and/or  acquired the same in place of the Borrower and
     the Existing Lender,

c)   the Agent, the Arranger, the New Lender and the other Lenders shall acquire
     the same rights and assume the same obligations  between themselves as they
     would have acquired and assumed had the New Lender been an original  Lender
     hereunder with the rights and/or obligations acquired or assumed by it as a
     result of the Transfer  and to that extent the Agent,  the Arranger and the
     Existing  Lender shall each be released  from further  obligations  to each
     other under the Finance Documents, and

d)   the New Lender shall become a Party as a "Lender"

24.6  Further assurances

The  Borrower  undertakes  to procure  that in  relation  to any  Transfer,  the
Borrower  shall  (at its own cost) at the  request  of the  Agent  execute  such
documents as may in the  discretion of the Agent be necessary to ensure that the
New Lender attains the benefit of the Finance Documents

24.7  Disclosure of Information

Any Lender may disclose

a)   to any of its affiliates and a potential assignee,

b)   to whom  that  Lender  enters  into (or may  potentially  enter  into)  any
     sub-participation  in  relation  to, or any other  transaction  under which
     payments are to be made by reference  to, this  Agreement or the  Borrower,
     and

c)   to whom, to the extent that, information is required to be discloses by any
     applicable law,

such  information  about the Borrower  and the Finance  Documents as that Lender
shall consider  appropriate,  provided that such disclosure  shall be subject to
the prior written approval by the Borrower if such potential  assignee is not an
affiliate of any of the Lenders


25   ROLE OF THE AGENT AND THE ARRANGER

25.1  Appointment and authorisation of the Agent

a)   Each other Finance  Party  appoints the Agent to act as its agent under and
     in connection with the Finance Documents

b)   Each other  Finance  Party  authorises  the Agent to  exercise  the rights,
     powers,  authorities and discretions  specifically given to the Agent under
     or in  connection  with the  Finance  Documents  together  with  any  other
     incidental rights, powers, authorities and discretions

25.2  Duties of the Agent

The Agent shall not have any duties or  responsibilities  except those expressly
set forth in the Finance  Documents,  and the Agent's  duties  under the Finance
Documents are solely mechanical and administrative in nature The Agent shall

a)   promptly forward to a Party the original or a copy of any document which is
     delivered to it in its capacity as Agent for the attention of that Party by
     another Party,

b)   supply the other Finance  Parties with all material  information  which the
     Agent receives from the Borrower,

c)   if it receives notice from a Party referring to this Agreement,  describing
     an Event of  Default  and  stating  that  the  circumstance  is an Event of
     Default, promptly notify the Finance Parties, and

d)   from it receives sufficient information, promptly notify the Lenders of the
     occurrence  of any Event of  Default  arising  under  Clause 23  (Events of
     Default)

25.3  Role of the Arranger

Except as specifically  provided in the Finance  Documents,  the Arranger has no
obligations  of any kind to any  other  Party  under or in  connection  with any
Finance Document

25.4  Relationship

The  relationship  between  the Agent and the other  Finance  Parties is that of
agent and  principal  only  Nothing in this  Agreement  shall be construed as to
constitute  the Agent or the  Finance  Parties as trustee or  fiduciary  for any
other  person,  and neither the Agent nor the Finance  Parties shall be bound to
account  to any  Finance  Party  for any sum or the  profit  element  of any sum
received by it for its own account

25.5  Business with the Borrower

The Agent and the Arranger may accept deposits from, lend money to and generally
engage in any kind of banking or other business with the Borrower

25.6  Rights and discretions of the Agent

a)   The Agent may rely on

     (i)  any  representation,  notice or document believed by it to be genuine,
          correct and appropriately authorised, and

     (ii) any statement made by a director,  authorised signatory or employee of
          any person regarding any matters which may reasonably be assumed to be
          within his knowledge or within his power to verify

b)   The Agent may assume (unless it has received  notice to the contrary in its
     capacity as Agent for the Lenders) that

     (i)  no Event of Default has occurred (unless it has actual knowledge of an
          Event of Default under Clause 23 1 (Non-payment), and

     (ii) any right,  power,  authority or discretion vested in any Party or the
          Majority Lenders has not been exercised

c)   The Agent may  engage,  pay for and rely on the advise or  services  of any
     lawyers, accountants, surveyors or other experts

d)   The  Agent  may  act in  relation  to the  Finance  Documents  through  its
     personnel and agents

e)   The Agent may  disclose to any other Party any  information  it  reasonably
     believes it has received as agent under this Agreement

f)   Notwithstanding  any  other  provision  of  any  Finance  Document  to  the
     contrary, neither the Agent nor the Arranger is obliged to do or omit to do
     anything if it would or might in its reasonable opinion constitute a breach
     of any law or regulation or a breach of duty of  confidentiality  or render
     it liable to any person

25.7  Majority Lenders' instructions

a)   Unless a contrary indication appears in a Finance Document, the Agent shall
     (i) exercise any right,  power,  authority  or  discretion  vested in it as
     Agent in  accordance  with  any  instructions  given to it by the  Majority
     Lenders  (or,  if so  instructed  by the  Majority  Lenders,  refrain  from
     exercising any right, power, authority or discretion vested in it as Agent)
     and (ii) not be liable for any act (or  omission) if it acts in  accordance
     with an instruction of the Majority Lenders

b)   Unless  a  contrary   indication   appears  in  a  Finance  Document,   any
     instructions  given by the  Majority  Lenders  will be  binding  on all the
     Finance Parties

c)   The Agent may refrain from acting in accordance  with the  instructions  of
     the  Majority  Lenders  (or,  if  appropriate,  the  Lenders)  until it has
     received  such  security as it may require for any cost,  loss or liability
     (together with any associated VAT) which it may incur in complying with the
     instructions

d)   In  the  absence  of  instructions   from  the  Majority  Lenders  (or,  if
     appropriate,  the Lenders) the Agent may act (or refrain from acting) as it
     considers to be in the best interest of the Lenders

e)   The Agent is not  authorised  to act on behalf of a Lender  (without  first
     obtaining that Lender's  consent) in any legal or  arbitration  proceedings
     relating to any Finance Document

25.8  Responsibility for documentation

Neither the Agent nor the Arranger

a)   is responsible to for the adequacy,  accuracy  and/or  completeness  of any
     information  (whether oral or written) supplied by the Agent, the Arranger,
     the  Borrower  or any other  person in or in  connection  with any  Finance
     Document, or

b)   is  responsible  for the  legality,  validity,  effectiveness,  adequacy or
     enforceability of any Finance Document or any other agreement,  arrangement
     or document entered into, made in anticipation of or in connection with any
     Finance Document

25.9  Exclusion of liability

a)   Without  limiting  paragraph b) below, the Agent will not be liable for any
     action taken by it under or in connection with any Finance Document, unless
     directly caused by its gross negligence or wilful misconduct

b)   No Party  (other  than the  Agent)  may take any  proceedings  against  any
     officer,  employee  or agent of the Agent in  respect of any claim it might
     have  against the Agent or in respect of any act or omission of any kind by
     that officer, employee or agent in relation to any Finance Document and any
     officer, employee and agent of the Agent may rely on this Clause

c)   The Agent will not be liable for any delay (or any related consequences) in
     crediting an account with an amount required under the Finance Documents to
     be paid by the Agent if the Agent has taken all necessary  steps as soon as
     reasonably   practicable  to  comply  with  the  regulations  or  operating
     procedures  of any  recognised  clearing or  settlement  system used by the
     Agent for that purpose

d)   Nothing in this  Agreement  shall oblige the Agent or the Arranger to carry
     out any "know your  customer"  or other checks in relation to any person on
     behalf of any Lender and each Lender confirms to the Agent and the Arranger
     that it is solely  responsible  for any such checks it is required to carry
     out and that it may not rely on any  statement  in  relation to such checks
     made by the Agent or the Arranger

25.10  Lenders' indemnity to the Agent

Each Lender shall (in  proportion to its share of the Total  Commitments  or, if
the  Total  Commitments  are then  reduced  to zero,  to its  share of the Total
Commitments  immediately  prior to their reduction to zero) indemnify the Agent,
within three (3) Business  Days of demand,  against any cost,  loss or liability
incurred by the Agent  (otherwise than by reason of the Agent's gross negligence
or wilful misconduct) in acting as Agent under the Finance Documents (unless the
Agent has been reimbursed by the Borrower pursuant to a Finance Document)

25.11  Resignation of the Agent

a)   The Agent may resign and  appoint one of its  affiliates  as  successor  by
     giving notice to the other Finance Parties and the Borrower

b)   Alternatively  the Agent may resign by giving  notice to the other  Finance
     Parties  and the  Borrower  in  which  case  the  Majority  Lenders  (after
     consultation with the Borrower) may appoint a successor Agent

c)   If the Majority  Lenders have not appointed a successor Agent in accordance
     with paragraph b) above within thirty (30) days after notice of resignation
     was given, the Agent (after  consultation  with the Borrower) may appoint a
     successor Agent

d)   The retiring Agent shall,  at its own cost, make available to the successor
     Agent such  documents  and  records  and  provide  such  assistance  as the
     successor  Agent may reasonably  request for the purposes of performing its
     functions as Agent under the Finance Documents

e)   The Agent's resignation notice shall only take effect upon appointment of a
     successor

f)   Upon the appointment of a successor, the retiring Agent shall be discharged
     from any further  obligation in respect of the Finance  Documents but shall
     remain  entitled to the benefit of this Clause 25 Its successor and each of
     the other  Parties  shall  have the same  rights  and  obligations  amongst
     themselves  as they would have had if such  successor  had been an original
     Party

g)   After  consultation with the Borrower,  the Majority Lenders may, by notice
     to the Agent, require it to resign in accordance with paragraph b) above In
     this event, the Agent shall resign in accordance with paragraph b) above

25.12  Confidentiality

a)   In acting as agent for the Finance Parties,  the Agent shall be regarded as
     acting  through  its agency  division  which shall be treated as a separate
     entity from any other of its divisions or departments

b)   If information is received by another  division or department of the Agent,
     it may be treated as  confidential  to that division or department  and the
     Agent shall not be deemed to have notice of it

25.13  Credit appraisal by the Lenders

Without affecting the responsibility of the Borrower for information supplied by
it or on its  behalf  in  connection  with any  Finance  Document,  each  Lender
confirms to the Agent and the Arranger  that it has been,  and will  continue to
be,  solely   responsible   for  making  its  own   independent   appraisal  and
investigation  of all risks  arising  under or in  connection  with any  Finance
Document, including (without limitation)

a)   the financial condition, status and nature of the Borrower,

b)   the legality,  validity,  effectiveness,  adequacy or enforceability of any
     Finance Document and any other  agreement,  arrangement or document entered
     into, made or executed in anticipation  of, under or in connection with any
     Finance Document, and

c)   whether  that  Lender  has  recourse,  and the  nature  and  extent of that
     recourse,  against any Party or any of its  respective  assets  under or in
     connection with any Finance Document, the transactions  contemplated by the
     Finance Documents or any other agreement,  arrangement or document, entered
     into, made or executed in anticipation  of, under or in connection with any
     Finance Document

25.14  Conduct of business of the Finance Parties

No provision of this Agreement will

a)   interfere  with the right of any Finance  Party to arrange its affairs (tax
     or otherwise) in whatever manner it thinks fit,

b)   oblige  any  Finance  Party to  investigate  or claim any  credit,  relief,
     remission or repayment available to it or to the extent, order or manner of
     any claim, or

c)   oblige any  Finance  Party to  disclose  any  information  relating  to its
     affairs (tax or otherwise) or any computations in respect of Tax


26   SHARING AMONG THE FINANCE PARTIES

26.1  Payment to Finance Parties

If a Finance  Party (a  "Recovering  Finance  Party")  receives or recovers  any
amount  from the  Borrower  other than in  accordance  with  Clause 27  (Payment
mechanics) and applies that amount to a payment due under the Finance  Documents
then

a)   the  Recovering  Finance  Party shall  promptly,  within three (3) Business
     Days, notify details of the receipt or recovery to the Agent,

b)   the Agent shall  determine  whether the receipt or recovery is in excess of
     the  amount  the  Recovering  Finance  Party  would  have been paid had the
     receipt or recovery been  received by or made by the Agent and  distributed
     in accordance with Clause 27 (Payment mechanics), without taking account of
     Tax  which  would be  imposed  on the  Agent in  relation  to the  receipt,
     recovery or distribution, and

c)   the  Recovering  Finance  Party shall,  within  three (3) Business  Days of
     demand by the Agent,  pay to the Agent an amount  (the  "Sharing  Payment")
     equal  to such  receipt  or  recovery  less  any  amount  which  the  Agent
     determines may be retained by the Recovering  Finance Party as its share of
     any payment to be made, in accordance with Clause 27 5 (Partial payments)

26.2  Redistribution of payments

The Agent shall treat the Sharing Payment as if it had been paid by the Borrower
and distribute it between the Finance Parties (other than the Recovering Finance
Party) in accordance with Clause 27 5 (Partial payments)

26.3  Recovering Finance Party's rights

a)   On a  distribution  by the  Agent  under  Clause  26 2  (Redistribution  of
     payments), the Recovering Finance Party will be subrogated to the rights of
     the Finance Parties which have shared in the redistribution

b)   If and to the extent that the Recovering  Finance Party is not able to rely
     on its rights under paragraph a) above, the Borrower shall be liable to the
     Recovering  Finance Party for a debt equal to the Sharing  Payment which is
     immediately due and payable

26.4  Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance
Party becomes repayable and is repaid by that Recovering Finance Party, then

a)   each  Finance  Party  which has  received a share of the  relevant  Sharing
     Payment pursuant to Clause 26 2  (Redistribution  of payments) shall,  upon
     request of the Agent,  pay to the Agent for the account of that  Recovering
     Finance Party an amount equal to the  appropriate  part of its share of the
     Sharing Payment  (together with an amount as is necessary to reimburse that
     Recovering  Finance Party for its proportion of any interest on the Sharing
     Payment which that Recovering Finance Party is required to pay), and

b)   that  Recovering  Finance  Party's  rights of subrogation in respect of any
     reimbursement  shall be cancelled  and the  Borrower  will be liable to the
     reimbursing Finance Party for the amount so reimbursed

26.5  Exceptions

a)   This  Clause 26 shall not apply to the extent that the  Recovering  Finance
     Party would not, after making any payment  pursuant to this Clause,  have a
     valid and enforceable claim against the Borrower

b)   A Recovering  Finance  Party is not obliged to share with any other Finance
     Party any  amount  which the  Recovering  Finance  Party  has  received  or
     recovered as a result of taking legal proceedings, if

     (i)  it notified that other Finance Party of the legal proceedings, and

     (ii) that other Finance Party had an  opportunity  to  participate in those
          legal  or  arbitration  proceedings  but did  not do so as  reasonably
          practicable  having received notice and did not take separate legal or
          arbitration proceedings


27   PAYMENT MECHANICS

27.1  Payments to the Agent

All payments by the Borrower or a Lender  under the Finance  Documents  shall be
made

a)   to the Agent to its account  with such office or bank as the Agent may from
     time to time  designate  in  writing to the  Borrower  or a Lender for this
     purpose, and

b)   for value on the due date at such  times and in such funds as the Agent may
     specify  to  the  Party  concerned  as  being  customary  at the  time  for
     settlement of transactions in the relevant currency in the place of payment

27.2  Distributions by the Agent

Each payment received by the Agent under the Finance Documents for another Party
shall,  subject  to  Clause  27 3  (Distributions  to  the  Borrower)  and  27 4
(Clawback),  be made available by the Agent as soon as practicable after receipt
to the Party entitled to receive payment in accordance  with this Agreement,  to
such  account  as that  Party may  notify to the Agent by not less than five (5)
Business Days' notice

27.3  Distributions to the Borrower

The Agent may (with the consent of the Borrower or in accordance  with Clause 28
(Set-off)),  apply any  amount  received  by it for the  Borrower  in or towards
payment (on the date and in the currency and funds of receipt) of any amount due
from the Borrower under the Finance  Documents or in or towards  purchase of any
amount of currency to be so applied

27.4  Clawback

a)   Where a sum is to be paid to the Agent  under  the  Finance  Documents  for
     distRIbution to another Party,  the Agent is not obliged to pay that sum to
     that other Party until it has been able to  establish  to its  satisfaction
     that it has actually received that sum

b)   If the Agent pays an amount to  another  Party and it proves to be the case
     that the Agent had not actually  received  that  amount,  then the Party to
     whom that  amount  was paid by the Agent  shall on demand  refund  the same
     amount to the Agent, together with interest on that amount from the date of
     payment to the date of receipt  by the  Agent,  calculated  by the Agent to
     reflect its cost of funds

27.5  Partial payments

If the Agent  receives  a payment  that is  insufficient  to  discharge  all the
amounts then due and payable by the Borrower  under the Finance  Documents,  the
Agent shall apply that payment towards the obligations of the Borrower under the
Finance Documents in the following order

a)   firstly,  in or  towards  payment  pro rata of any unpaid  fees,  costs and
     expenses of the Agent under the Finance Documents,

b)   secondly, in or towards payment pro rata of any accrued interest (including
     default interest), fee or commissions due but unpaid under this Agreement,

c)   thirdly,  in or towards  payment pro rata of any  principal  due but unpaid
     under this Agreement,  and

d)   fourthly,  in or towards  payment  pro rata of any other sum due but unpaid
     under the Finance Documents

27.6  Application following an Event of Default

On either (i) the completion of a sale of a Vessel,  either by forced auction or
private  treaty,  or (ii) the receipt of any monies by the Agent pursuant to the
sale  proceeds of such Vessel (as the case may be), such monies shall be applied
in the following order

a)   firstly,  in  respect  of all costs and  expenses  whatsoever  incurred  in
     connection with or about incidental to the said sale,

b)   secondly, in or towards satisfaction of all prior claims (being any claims,
     liabilities  or debts owed or taking  priority in respect of such  proceeds
     over the Security Interests  constituted by the Security Documents) secured
     on such Vessel,

c)   thirdly,  in or towards  payment  pro rata of all sums owed to the  Finance
     Parties under the Finance Documents, and

d)   fourthly, the balance, if any to the Borrower or to its order

27.7  No set-off by the Borrower

All payments to be made by the  Borrower  under the Finance  Documents  shall be
calculated and be made without (and free and clear of any deduction for) set-off
or counterclaim

27.8  Payment on non-Business Days

a)   Any  payment  which is due to be made on a day that is not a  Business  Day
     shall be made on the next Business Day in the same calendar month (if there
     is one) or the preceding Business Day (if there is not)

b)   During any extension of the due date for payment of any principal or Unpaid
     Sum under this Agreement interest is payable on the principal or Unpaid Sum
     at the rate payable on the original due date

27.9  Currency of account

The Borrower shall pay

a)   any amount payable under this Agreement,  except as otherwise  provided for
     herein, in USD, and

b)   all  payments  of Costs  and Taxes in the  currency  in which the same were
     incurred


28   SET-OFF

A Finance  Party may, to the extent  permitted  by  applicable  law, set off any
matured  obligation  due from the Borrower  under the Finance  Documents (to the
extent beneficially owned by that Finance Party) against any matured obligations
owed by that Finance Party to the Borrower,  regardless of the place of payment,
booking  branch or  currency  of either  obligation  If the  obligations  are in
different  currencies,  the Finance  Party may convert  either  obligation  at a
market rate of exchange in its usual  course of business  for the purpose of the
set-off


29         NOTICES

29.1        Communication in writing

Any  communication to be made under or in connection with the Finance  Documents
shall be made in writing and, unless otherwise stated, may be made by telefax or
letter Any such  notice or  communication  addressed  as provided in Clause 29 2
(Addresses) will be deemed to be given or made as follows

a)   if by letter, when delivered at the address of the relevant Party,

b)   if by telefax, when received

However, a notice given in accordance with the above but received on a day which
is not a Business Day or after 16 00 hours (London time) in the place of receipt
will only be deemed to be given at 9 00 hours (London time) on the next Business
Day in that place

29.2  Addresses

Any communication or document to be made under or in connection with the Finance
Documents  shall be made or delivered to the address and telefax  number of each
Party and marked for the  attention of the  department  or persons set out below
and, in case of any New Lender, to the address notified to the Agent

If to the Agent          DnB NOR Bank ASA
                         Stranden 21
                         N-0250 Oslo, Norway
                         Telefax No +47 22 48 28 94
                         Att Credit Administration Shipping

If to the Borrower       Nordic American Tanker Shipping Limited
                         c/o Scandic American Shipping Ltd (European Branch)
                         P0 Box 56
                         N-3201 Sandefjord, Norway
                         Telefax No + 47 33 42 15 45
                         Att Turid Sorensen

or any  substitute  address  and/or  telefax number and/or marked for such other
attention  as the Party may  notify to the other  Agent (or the Agent may notify
the other  Parties  if a change is made by the  Agent) by not less than five (5)
Business Days' prior notice

29.3  Communication with the Borrower

All  communication  from or to the Borrower shall be sent through the Agent

29.4  Language

Communication  to be given by one Party to another  under the Finance  Documents
shall be given in the English  language or, if not in English and if so required
by the Agent,  be accompanied by a certified  English  translation  and, in this
case, the English  translation  shall prevail unless the document is a statutory
or other official document

30   CALCULATIONS

All sums falling due by way of interest,  fees and commissions under the Finance
Documents  accrue from  day-to-day  and shall be  calculated on the basis of the
actual number of days elapsed and a calendar year of 360 days (or 365 days where
applicable) and for the actual number of days elapsed The  calculations  made by
the Agent of any interest rate or any amount payable  pursuant to this Agreement
shall be conclusive and binding upon the Borrower in the absence of any manifest
error


31   MISCELLANEOUS

31.1  Partial invalidity

If, at any time, any provision of the Finance  Documents is or becomes  illegal,
invalid  or  unenforceable  in any  respect  under any law of any  jurisdiction,
neither the legality, validity or enforceability of the remaining provisions nor
the legality, validity or enforceability of such provisions under any law of any
other jurisdiction will in any way be affected or impaired

31.2  Remedies and waivers

No failure to exercise,  nor any delay in  exercising on the part of any Finance
Party,  any right or remedy  under the  Finance  Documents  shall  operate  as a
waiver,  nor shall any single or partial exercise of any right or remedy prevent
any further or other  exercise or the  exercise of any other right or remedy The
rights and remedies  provided in this Agreement are cumulative and not exclusive
of any rights or remedies provided by law

31.3  Amendments and waivers

31 3 1  Required consents

a)   Subject to Clause 31 3 2  (Exceptions),  any term of the Finance  Documents
     may be  amended or waived  only with the  written  consent of the  Majority
     Lenders  and the  Borrower  and any such  amendment  will be binding on all
     Parties

b)   The Agent may effect,  on behalf of any Finance  Party,  any  amendment  or
     waiver permitted by this Clause

31 3 2  Exceptions

a)   An amendment to or waiver that has the effect of changing or which  relates
     to

     (i)  the definition of "Majority Lenders",

     (ii) an  extension  of the date of any  payment  of any  amount  under  the
          Finance Documents,

b)   a  reduction  in  Applicable  Margin or a  reduction  in the  amount of any
     payment of principal, interest, fees or commission payable,

c)   an increase in or extension of any Commitment,

d)   a term of the Finance Documents which expressly requires the consent of all
     the Lenders,

e)   a proposed substitution or replacement of the Borrower, or

f)   a  change  of  Clauses  2  2  (Nature  of  a  Finance  party's  rights  and
     obligations),  17 (Security), 22 2 (Insurance), 24 (Changes to the Parties)
     and this Clause 31 3,

shall not be made without the prior written consent of all the Lenders

An amendment or waiver which relates to the rights or  obligations  of the Agent
or the  Arranger  may not be  effected  without  the consent of the Agent or the
Arranger

31.4  Disclosure of information and confidentiality

Each of the Finance Parties may disclose to each other or to their  professional
advisers any kind of information  which the Finance  Parties have acquired under
or in  connection  with any  Finance  Document  The  Parties are obliged to keep
confidential  all  information  in respect of the terms and  conditions  of this
Agreement This  confidentiality  obligation  shall not apply to any  information
which

a)   is publicised by a Party as required by applicable laws and regulations,

b)   has entered  the public  domain or is publicly  known,  provided  that such
     information  is not  made  publicly  known by the  receiving  Party of such
     information, or

c)   was or  becomes,  as  the  Party  is  able  to  demonstrate  by  supporting
     documents, available to the such Party on a non-confidential basis prior to
     the disclosure thereof

31.5  Conflicting provisions

In case of conflict  between this Agreement and the terms of any of the Security
Documents, the terms and conditions of this Agreement shall prevail


32   GOVERNING LAW AND ENFORCEMENT

32.1  Governing law

This Agreement shall be governed by Norwegian law

32.2  Jurisdiction

a)   For the benefit of each Finance Party,  the Borrower agrees that the courts
     of Oslo, Norway, have jurisdiction to settle any disputes arising out of or
     in connection with the Finance Documents  including a dispute regarding the
     existence,  validity or  termination  of this  Agreement,  and the Borrower
     accordingly submits to the non-exclusive  jurisdiction of the Oslo District
     Court (Oslo tingrett)

b)   Nothing in this Clause 32 2 shall limit the right of the Finance Parties to
     commence  proceedings  against the Borrower in any other court of competent
     jurisdiction  To the extent  permitted by law, the Finance Parties may take
     concurrent proceedings in any number of jurisdictions

32.3  Service of process

Without prejudice to any other mode of service, the Borrower

a)   irrevocably appoints Scandic American Shipping Ltd as its agent for service
     of  process in  relation  to any  proceedings  before  Norwegian  courts in
     connection with any Finance Document, and

b)   agrees that  failure by its process  agent to notify it of the process will
     not invalidate the proceedings concerned


                                      * * *
<PAGE>

                                   SCHEDULE 1
                             LENDERS AND COMMITMENTS


--------------------------------------------------------------------------------
 Lender:                             Commitment                          %
--------------------------------------------------------------------------------
 DnB NOR Bank ASA                    USD 75,000,000                   25 00%
 Nordea Bank Norge ASA               USD 75,000,000                   25 00%
 Fokus Bank ASA                      USD 75,000,000                   25 00%
 Scotiabank Europe PLC               USD 75,000,000                   25 00%
--------------------------------------------------------------------------------
 Total:                              USD 300,000,000                 100.00%
--------------------------------------------------------------------------------
<PAGE>

                                   SCHEDULE 2
                              CONDITIONS PRECEDENT


1    CORPORATE AUTHORISATION

1.1  In respect of the Borrower:

a)   Certificate of Incorporation,

b)   Memorandum and Articles of Association,

c)   Updated Good Standing Certificate,

d)   Resolutions passed at a board meeting of the Borrower evidencing

     (i)  the approval of the terms of, and the  transactions  contemplated  by,
          the  Transaction  Documents  and  the  registration  of  the  relevant
          Mortgages, and

     (ii) the  authorisation  of its  appropriate  officer or  officers or other
          representatives  to execute the  Transaction  Documents  and any other
          documents   necessary  for  the   transactions   contemplated  by  the
          Transaction Documents, on its behalf,

e)   Power of Attorney (notarised and legalised if requested by the Agent), and

f)   Secretary's Certificate (notarised and legalised)


2    AUTHORISATIONS

All approvals,  authorisations  and consents required by any government or other
authorities  for the  Borrower to enter into and perform its  obligations  under
this Agreement and/or any of the Transaction Documents to which it is a party


3    THE VESSELS

In respect of each of the Vessels

a)   The Charterparty (if any),

b)   Evidence (by way of transcript of registry) that the Vessel is, or will be,
     registered  in the  name of the  Borrower  in the  Bahamas,  Isle of Man or
     Norwegian  International  Ship  Registry  (as the case  may  be),  that the
     Mortgage  has  been,  or will in  connection  with the  utilisation  of the
     relevant Loan be,  executed and recorded with its intended  first  priority
     against  the  Vessel  and  that  no  other  encumbrances,  maritime  liens,
     mortgages or debts whatsoever are registered against the Vessel,

c)   An  updated  class  certificate  related to the  Vessel  from the  relevant
     classification  society,  confirming  that the Vessel is  classed  with the
     highest class in accordance with Clause 22 3 (Classification  and repairs),
     free of extensions and overdue recommendations,

d)   Copies of insurance  policies/cover  notes documenting that insurance cover
     has been taken out in respect of the Vessel in accordance  with Clause 22 2
     (Insurance),  and  evidencing  that the  Agent's  (on behalf of the Finance
     Parties)  Security  Interest in the  insurance  policies have been noted in
     accordance  with the  relevant  notices as  required  under the  Assignment
     Agreement,

e)   The Vessel's current SMC,

f)   The Technical Manager's current DOC, and

g)   Evidence  that the  Borrower  has  completed  all  documentation  and forms
     required for the registration of the Vessel in the Bahamas,  Isle of Man or
     Norwegian  International  Ship Registry (as the case may be) in the name of
     the Borrower

In relation to the New Vessels only

a)   the MOA, and

b)   the Protocol of Delivery and Acceptance under the MOA


4    FINANCE DOCUMENTS

a)   The Agreement,

b)   The Assignment Agreement,

c)   Notice  of  Assignment  of  Earnings  and the  Charterers'  acknowledgement
     thereof,

d)   Notice  of  Assignment  of  Insurances  and the  insurers'  acknowledgement
     thereof, and

e)   The Mortgages (including the deeds of covenants)


5    TRANSACTION DOCUMENTS

a)   The Commercial Management Agreement


6    MISCELLANEOUS

a)   The Drawdown  Notice at least three (3) Business Days prior to the Drawdown
     Date,

b)   Evidence that all fees  referred to in Clause 11 (Fees),  as are payable on
     or prior to the first Drawdown Date, have or will be paid on its due date,

c)   A Compliance Certificate confirming that the Borrower is in compliance with
     the financial covenants as set out in Clause 20 (Financial covenants),

d)   Appointment of Scandic American  Shipping Ltd and the acceptance by Scandic
     American  Shipping Ltd as the Borrower's  process agent in Norway under the
     Finance Documents,

e)   The Fee Letters,

f)   The  letter  regarding   effective  interest  duly  counter-signed  by  the
     Borrower,

g)   Evidence of discharge of any existing Security Interests (if any), and

h)   Any other documents as reasonably requested by the Agent


7    LEGAL OPINIONS

a)   A legal  opinion as regards  Isle of Man Law  matters  issued by  Dickinson
     Cruickshank,

b)   A legal opinion as regards Bermuda law matters issued by Appleby Spurting &
     Hunter,

c)   A legal opinion as regards Bahamas law matters issued by Higgs & Johnson,

d)   A legal  opinion as regards  Norwegian  law  matters  issued by  Thommessen
     Krefting Greve Lund AS, and

e)   Any such other favourable legal opinions in form and substance satisfactory
     to the Agent from lawyers appointed by the Agent on matters  concerning all
     relevant jurisdictions
<PAGE>

                                   SCHEDULE 3
                             FORM OF DRAWDOWN NOTICE




To    DnB NOR Bank ASA, as Agent

From  Nordic American Tanker Shipping Limited, as Borrower

Date  [            ]




NORDIC  AMERICAN TANKER SHIPPING  LIMITED -- USD  300,000,000  REVOLVING  CREDIT
FACILITY AGREEMENT DATED 14 SEPTEMBER 2005 (THE "AGREEMENT")

We refer to Clause 5 1 (Delivery of the Drawdown  Notice) of the Agreement Terms
defined in the Agreement  shall have the same meaning when used in this Drawdown
Notice

1    You are  hereby  irrevocably  notified  that we wish to make the  following
     drawdown of a Loan

     Proposed Drawdown Date     [       ]

     Principal Amount           [       ]

     Interest Period            [       ]

     Purpose                    [       ]

2    The  proceeds of the Loan shall be credited to [e] [insert  name and number
     of account]

3    We confirm  that,  as of the date hereof (i) each  condition  specified  in
     Clause 4 (Conditions Precedent) of the Agreement is satisfied, (ii) each of
     the  representations  and warranties set out in Clause 18  (Representations
     and warranties) of the Agreement is true and correct, and (iii) no event or
     circumstances  has  occurred  and is  continuing  which  constitute  or may
     constitute an Event of Default


Yours sincerely
for and on behalf of
NORDIC AMERICAN TANKER SHIPPING LIMITED



By
  -------------------------------
Name
Title [authorised officer]
<PAGE>

                                   SCHEDULE 4
                         FORM OF COMPLIANCE CERTIFICATE

To    DnB NOR Bank ASA, as Agent

From  Nordic American Tanker Shipping Limited, as Borrower

Date  [     ] [To be delivered no later than one hundred and thirty-five  (135)
      days  after each  reporting  date,  or  together  with the  quarterly
      financial statements if requested by the Agent]




NORDIC  AMERICAN  TANKER SHIPPING  LIMITED - USD  300,000,000  REVOLVING  CREDIT
FACILITY AGREEMENT DATED 14 SEPTEMBER 2005 (THE "AGREEMENT")

We refer to the Agreement  Terms  defined in the  Agreement  shall have the same
meaning when used in this Compliance Certificate

With  reference  to  Clauses 19 2  (Compliance  certificate)  and 20  (Financial
covenants)  of  the  Agreement,  we confirm  that  as at [    ] [insert relevant
reporting date)

1    Minimum Equity The Equity of the Borrower was USD [     ]

     The  Borrower  shall at all times  ensure that it has a Equity in a minimum
     amount of USD  150,000,000  The  covenant set out in Clause 20 2 (Financial
     covenants) is thus [not] satisfied

2    Minimum Market Value The Market Value of all of the Vessels pursuant to the
     attached surveys is USD [     ]

     The Borrower  shall at all times ensure that the Market Value of all of the
     Vessels  shall be at least one hundred and thirty per cent (130 00%) or one
     hundred  and  fifty  per cent (150  00(degree)/0)  of the Loans The  amount
     outstanding  under the Loans at the date hereof is USD [ ] Thus, the Market
     Value of the Vessels is [ ] per cent ([ )]%) of the Loans

3    We confirm that, as of the date hereof (i) each of the  representations and
     warranties  set out in Clause 18  (Representations  and  warranties) of the
     Agreement  is true and  correct,  and (ii) no  event or  circumstances  has
     occurred and is continuing  which  constitute or may constitute an Event of
     Default


Yours sincerely
for and on behalf of
NORDIC AMERICAN TANKER SHIPPING LIMITED



By
  -------------------------------
Name
Title [authorised officer]
<PAGE>

                                   SCHEDULE 5
                          FORM OF TRANSFER CERTIFICATE




To    DnB NOR Bank ASA, as Agent

From  [     ] (the "Existing Lender" and [     ] (the "New Lender")

Date  [     ]




NORDIC  AMERICAN TANKER SHIPPING  LIMITED -- USD  300,000,000  REVOLVING  CREDIT
FACILITY AGREEMENT DATED 14 SEPTEMBER 2005 (THE "AGREEMENT")

We refer to the Agreement  Terms defined in the Agreement  have the same meaning
in this Transfer  Certificate  unless given a different meaning in this Transfer
Certificate

With reference to Clause 24 (Changes to the Parties)

1    The  Existing  Lender,  in its  capacity  as Lender  under  the  Agreement,
     confirms that it participates with [ ] per cent of the Total Commitments

2    The Existing Lender hereby  transfers to the New Lender [ ] per cent of the
     Total  Commitments  as  specified  in  the  Schedule  hereto,  and  of  the
     equivalent rights and interest in all Finance Documents, and the New Lender
     hereby  accepts such transfer from the Existing  Lender in accordance  with
     the terms set out herein  and Clause 24  (Changes  to the  Parties)  of the
     Agreement and assumes the same  obligations to the other Finance Parties as
     it would have been under if it was an original Lender

3    The proposed  Transfer Date is [ ], as from which date the Transfer of such
     portion of the Total Commitments shall take full legal effect

4    The New  Lender  confirms  that it has  received  a copy of the  Agreement,
     together with such other  information as it has required in connection with
     this  transaction The New Lender  expressly  acknowledges and agrees to the
     limitations on the Existing Lender's  responsibility set out in Clause 24 3
     (Limitations of responsibility of Existing Lenders) of the Agreement

5    The New Lender hereby  undertakes  to the Existing  Lender and the Borrower
     that it will perform in  accordance  with the terms and  conditions  of the
     Agreement all those  obligations which will be assumed by it upon execution
     of this Transfer Certificate

6    The address,  telefax number and attention details for notices,  as well as
     the account details of the New Lender, are set out in the Schedule

7    This  Transfer  Certificate  is governed by Norwegian  law,  with Oslo City
     Court (Oslo tingrett) as legal venue

                                  The Schedule
              Commitments/rights and obligations to be transferred

I         Existing Lender:                                           [ ]

II        New Lender:                                                [ ]

III       Total Commitments of Existing Lender:                  USD [ ]

IV        Aggregate amount transferred:                          USD [ ]

V         Total Commitments of New Lender:                       USD [ ]

VI        Transfer Date:                                             [ ]


           Administrative Details / Payment Instructions of New Lender

Notices to New Lender

            [                                                       ]
            [                                                       ]
            Att          [                                          ]
            Telefax no            + [               ]

[Insert  relevant  office  address,  telefax  number and  attention  details for
notices and payments to the New Lender]

Account  details  of New  Lender  [Insert  relevant  account  details of the New
Lender]




Existing Lender                         New Lender
[      ]                                [      ]



By                                      By
  -------------------------------         -------------------------------
Name                                    Name
Title                                   Title

This Transfer  Certificate is accepted and agreed by the Agent (on behalf of the
Majority Lenders) and the Borrower and the Transfer Date is confirmed as [     ]

Agent:                                  Borrower
DnB NOR Bank ASA                        Nordic American Tanker Shipping Limited



By                                      By
  -------------------------------         -------------------------------
Name                                    Name
Title                                   Title
<PAGE>

                                   SCHEDULE 6
                          FORM OF ASSIGNMENT AGREEMENT




THIS ASSIGNMENT  AGREEMENT (the "Assignment  Agreement") is made on 14 September
2005 between

(1)  Nordic  American  Tanker  Shipping  Limited,  Reid House, 31 Church Street,
     Hamilton HM12, Bermuda, as borrower (the "Borrower"), and

(2)  DnB NOR Bank ASA of Stranden 21, N-0250 Oslo, Norway,  organisation  number
     984 851 006 as agent on behalf of the  Finance  Parties  (as defined in the
     Agreement as referred to below) (the "Agent")

Background

(A)  Pursuant to the terms and conditions of a loan agreement dated 14 September
     2005 (the  "Agreement")  between the  Borrower as  borrower,  the banks and
     financial  institutions  listed in  schedule  1  thereto  as  lenders  (the
     "Lenders")  and DnB NOR Bank ASA as agent for the Lenders (the "Agent") and
     mandated lead arranger  (the  "Arranger"),  the Lenders have agreed to make
     available  to the  Borrower a revolving  credit  facility in the  aggregate
     amount of up to USD 300,000,000 (the "Loans"), and

(B)  it is a condition  precedent to the Lenders  making the Loans  available to
     the Borrower  that the Borrower  executes and  delivers,  inter alia,  this
     Assignment  Agreement  and grants the Security  Interests set out herein as
     security  for  its  obligations  towards  the  Finance  Parties  under  the
     Agreement

NOW THEREFORE


1    INTERPRETATION

1.1  Definitions

In this Assignment Agreement,  including the preamble hereto (unless the context
otherwise  requires),  any term or expression defined in the preamble shall have
the  meanings  ascribed to it therein In  addition,  terms and  expressions  not
defined  herein but whose  meanings are defined in the Agreement  shall have the
meanings set out therein

1.2  Construction

In this Assignment Agreement, unless the context otherwise requires

a)   reference to Clauses or  Appendices  are to be construed as  references  to
     clauses or appendices of this Assignment Agreement unless otherwise stated,

b)   references to (or to any specified provision of) this Assignment  Agreement
     or any other document  shall be construed as references to this  Assignment
     Agreement,  that  provision or that  document as from time to time amended,
     and

c)   words importing the plural shall include the singular and vice versa


2    ASSIGNMENT OF EARNINGS AND INSURANCES

2.1  Assignment

To secure the payment and the discharge of the Borrower's  obligations under the
Finance Documents and the payment of all sums which from time to time may become
due  thereunder,  and to secure the performance and observance of and compliance
with all the covenants, terms and conditions contained in the Finance Documents,
the Borrower  hereby assigns to the Agent (on behalf of the Finance  Parties) on
first priority

a)   the Earnings, and

b)   the Insurances

2.2  Notice and acknowledgement, etc.

a)   The Borrower  undertakes  promptly to give notice of the  assignment of the
     Earnings to the Charterers under any  Charterparties  with a charter period
     exceeding  eighteen (18) months and in any event upon the  occurrence of an
     Event of Default,  in the form set out in Appendix 1 (A) hereto and procure
     that any recipient of such notice acknowledges receipt of the notice as set
     out therein in the form of Appendix 1 (B) hereto

b)   The Borrower  undertakes  to insure and keep the Vessels  fully  insured in
     accordance with Clause 22 2 (Insurance) of the Agreement, and

     (i)  in the event that the Insurances,  or any one of them, have been taken
          out on conditions  other than the Norwegian  Marine  Insurance Plan of
          1996,  version  2003 (as amended from time to time) (the  "Plan"),  to
          give all the  relevant  insurers  notice in the form of Appendix 2 (A)
          hereto, and procure that the said insurers acknowledge receipt of such
          notice in the form of Appendix 2 (B) hereto or give such other form of
          notice and  procure  such other form of  acknowledgement  as the Agent
          shall require in writing to the Borrower, and

     (ii) in the event that the Insurances,  or any one of them, have been taken
          out according to the Plan, to procure written  statements from all the
          relevant  insurers and/or approved  brokers  confirming that the Agent
          (on  behalf  of the  Finance  Parties)  has been  duly  registered  as
          co-insured  first priority  mortgagee on all such  insurance  policies
          taken out for the Vessels and that  notice  according  to the Plan has
          been duly received by all the relevant insurers

2.3  Loss Payable

Claims  related to the  Insurances  in respect of an actual or  constructive  or
agreed or arranged or compromised  total loss or requisition  for title or other
compulsory  acquisition of any of the Vessels and claims payable in respect of a
major casualty,  that is to say any claim (or the aggregate of which)  exceeding
USD 500,000,  shall be payable to the Agent  Subject  thereto all other  claims,
unless and until the insurers have received notice from the Agent of an Event of
Default which is unremedied  under the Agreement in which event all claims shall
be payable directly to the Agent up to the Lenders' mortgage interest,  shall be
released  directly for the repair,  salvage or other charges  involved or to the
Borrower as  reimbursement  if it has fully  repaired the damage and paid all of
the salvage or other charges or otherwise in respect of Borrower's  actual costs
in connection with repair,  salvage and/or other charges Any amounts paid to the
Borrower directly shall be paid to the Earnings Account


3    PERFECTION

The  Borrower  agrees  that at any time and from time to time  upon the  written
request of the Agent, it will promptly and duly execute and deliver to the Agent
any and all such further  instruments  and  documents as the Agent (on behalf of
the Finance Parties) may reasonably deem necessary or desirable to register this
Assignment Agreement in any applicable registry,  and to maintain and/or perfect
the Security  Interest  created by this Assignment  Agreement and the rights and
powers herein granted


4    ASSIGNMENT

The Agent may assign or transfer its rights  hereunder to any person to whom the
rights and  obligations  of the Agent and the Lenders  under the  Agreement  are
wholly or  partially  assigned  in  accordance  with  Clause 24  (Changes to the
Parties) of the Agreement


5    NO FURTHER ASSIGNMENT OR PLEDGE

The Borrower shall not,  unless prior written consent has been obtained from the
Agent,  be  entitled  to  further  assign  or pledge  the  Earnings  and/or  the
Insurances


6    ADDITIONAL AND CONTINUING SECURITY

The Security  Interest  contemplated  by this  Assignment  Agreement shall be in
addition  to  any  other  Security  Interest  granted  in  accordance  with  the
Agreement,  and shall be a continuing  security in full force and effect as long
as any obligations are outstanding under the Agreement


7    NOTICES

Any notice,  demand or other  communication to be made or delivered by any party
pursuant to this  Assignment  Agreement  shall (unless the addressee has by five
(5) Business Days' written notice to that party  specified  another  address) be
made or delivered as set out in Clause 29 (Notices) of the Agreement


8    GOVERNING LAW - JURISDICTION

This Assignment  Agreement shall be governed by and construed in accordance with
the laws of Norway

The Borrower and the Finance  Parties accept Oslo City Court (Oslo  tingrett) as
non-exclusive  venue,  but this choice shall not prevent the Agent (on behalf of
the Finance Parties) to enforce any of the Finance  Documents against any of the
Vessels or other assets of the Borrower wherever they may be found




Borrower                                    Agent
Nordic American Tanker Shipping Limited     DnB NOR Bank ASA



By                                          By
  -------------------------------             -------------------------------
Name                                        Name
Title                                       Title
<PAGE>

                                                                  Appendix 1 (A)

                          FORM OF NOTICE OF ASSIGNMENT

                            (Assignment of Earnings)


To    [      ]


MT "[ ]"

We refer to the charter party dated [ ], (the  "Charterparty")  made between you
and us,  whereby we agreed to let and you agreed to take on [ ] charter  for the
period  and  upon the  terms  and  conditions  therein  mentioned  MT "[ ]" (the
"Vessel")

We hereby give you notice that

1    by an agreement dated 14 September 2005 (the  "Assignment  Agreement") made
     between us and DnB NOR Bank ASA, Stranden 21, N-0250 Oslo, Norway acting as
     agent on behalf of certain  other  banks (the  "Agent"),  related to a loan
     agreement of even date (the "Agreement"),  we have assigned  absolutely and
     have  agreed  to  assign  absolutely  to and in favour of the Agent all our
     rights, title and interest,  present and future, to all payments to be made
     to us under the  Charterparty,  including  in  respect of any breach by you
     thereunder,

2    you are hereby  irrevocably  authorised and instructed to make all payments
     under the  Charterparty  to our account  with the Agent  account no 7093 04
     41587 (free of any set-off or other deduction) until such time as the Agent
     shall  direct to the contrary  whereupon  all  instructions  or demands for
     actions  shall be made by the Agent and payments are due to the Agent or as
     it may direct, and

3    the  Agreement  includes  provisions  that no  amendments,  termination  or
     cancellation  shall be made to the Charterparty  (nor shall you be released
     from any of your obligations  thereunder  without the prior written consent
     of the  Agent)  and  that  we  shall  remain  liable  to  perform  all  our
     obligations  under the  Charterparty  and that the Agent  shall be under no
     obligations of any kind whatsoever in respect thereof

The authority and  instructions  herein contained cannot be revoked or varied by
us without the written  consent of the Agent The provisions of this notice shall
be governed by Norwegian law

[Place and date ] [      ], [      ]

Yours sincerely
for and on behalf of
Nordic American Tanker Shipping Limited



By
  -------------------------------
Name
Title [authorised officer]
<PAGE>

                                                                  Appendix I (B)

                             FORM OF ACKNOWLEDGEMENT

                            (Assignment of Earnings)



To    DnB NOR Bank ASA
      Stranden 21
      N-0250 Oslo
      Norway
      Attn [      ]


We acknowledge  receipt of the above Notice of Assignment  dated [ ] from Nordic
American  Tanker Shipping  Limited  relating to MT "[ ]" Terms used herein shall
have the same meaning as defined therein

We agree to the  assignment  set out  therein and  undertake  to be bound by the
terms  thereof  We  confirm  that we have  received  no notice  of any  previous
assignment  or  pledge  of all or any part of the  charter  hire and any  monies
payable thereunder

We further  confirm  that all  written  statements  containing  instructions  or
demanding  actions or payments under the  Charterparty  may until further notice
from the  Agent to the  contrary  be made by [ ] and  after  such  notice  these
instructions shall be given or demands shall be made by the Agent

This acknowledgement and confirmation shall be governed by Norwegian law

Place and date [     ]

Yours sincerely
for and on behalf of
[ ]



By
  -------------------------------
Name
Title [authorised officer]
<PAGE>

                                                                  Appendix 2 (A)

                          FORM OF NOTICE OF ASSIGNMENT

                           (Assignment of Insurances)

To The Insurers

MT "[ ]"

Nordic American  Tanker  Shipping  Limited as owner (the "Owner") of MT [ ] (the
"Vessel")  hereby  gives  you  notice  that all  payments  due to us from you in
respect of the Vessel  have been (by way of  security)  assigned to DnB NOR Bank
ASA,  Stranden 21,  N-0250 Oslo,  Norway,  as Agent for certain other banks (the
"Mortgagee")  according to an Assignment  Agreement dated 14 September 2005 (the
"Assignment   Agreement")  related  to  a  loan  agreement  of  even  date  (the
"Agreement"),  and  that all  payments  due to us under  our  policy(ies)  with
yourselves must be made in accordance with the  instruction,  from time to time,
of the Mortgagee

Please  note that all  claims  related  to the  insurances  in respect of claims
payable  in  respect  of a major  casualty,  that is to say  any  claim  (or the
aggregate of which) exceeding USD 500,000, shall be payable to the Mortgagee and
be  applied  by the  Mortgagee  in  accordance  with the terms of the  Agreement
Subject  thereto all other  claims,  unless and until the insurers have received
notice from the Mortgagee of a default  which is unremedied  under the Agreement
in which event all claims shall be payable directly to the Mortgagee up to their
mortgage  interest,  shall be released  directly for the repair or other charges
involved or to the Owner as  reimbursement  if it has fully  repaired the damage
and paid all of the charges or otherwise in respect of the Owner's  actual costs
in  connection  with repair  and/or other  charges Any amounts paid to the Owner
directly  shall be paid to the Earnings  Account,  account no 7093 04 41587 with
the Mortgagee

Please  note  that this  instruction  may not be  varied  except  with the prior
written consent of the Mortgagee

Please  confirm your  acknowledgement  of the terms of this notice by completing
the  Acknowledgement   attached  hereto  Please  return  the  signed  and  dated
Acknowledgement to the Mortgagee at the address set out above

Place and date [      ], [      ]

Yours sincerely
for and on behalf of
Nordic American Tanker Shipping Limited



By
  -------------------------------
Name
Title [authorised officer]
<PAGE>

                                                                  Appendix 2 (B)



                             FORM OF ACKNOWLEDGEMENT

                           (Assignment of Insurances)



To    DnB NOR Bank ASA
      Stranden 21
      N-0250 Oslo
      Norway
      Att [       ]



We hereby  acknowledge  receipt of a Notice of Assignment  (the  "Notice")  from
Nordic  American  Shipping  Limited (the "Owner")  dated [ ] related to [ ] (the
"Vessel")

We have duly noted and do accept that our payments  due to the Owner,  under the
insurance  policy(-ies) taken out for the Vessel as an Owners' Entry pursuant to
our rules,  shall be made in  accordance  with the  instructions  set out in the
Notice,  including  the Loss  Payable  clause  therein,  and  payment due to the
mortgagees  will be made to such account as from time to time  instructed by DnB
NOR Bank ASA, Stranden 21, N-0250 Oslo,  Norway,  which bank has been duly noted
by  ourselves  as the first  priority  mortgagee  of the said  Vessel on its own
behalf and on behalf of certain other banks as agent therefore

Place and date [     ]

Yours sincerely
for and on behalf of
[INSURERS]



By
  -------------------------------
Name
Title [authorised officer]
<PAGE>

                                   SCHEDULE 7
                             MANDATORY COST FORMULA


1    The  Mandatory  Cost is an  addition  to the  interest  rate to  compensate
     Lenders for the cost of compliance with (a) the requirements of the Bank of
     England  and/or the Financial  Services  Authority (or, in either case, any
     other  authority  which  replaces all or any of its  functions)  or (b) the
     requirements of the European Central Bank


2    On  the  first  day  of  each  Interest  Period  (or as  soon  as  possible
     thereafter) the Agent shall  calculate,  as a percentage  rate, a rate (the
     "Additional Cost Rate") for each Lender,  in accordance with the paragraphs
     set out  below The  Mandatory  Cost  will be  calculated  by the Agent as a
     weighted  average  of the  Lenders'  Additional  Cost  Rates  (weighted  in
     proportion to the percentage  participation  of each Lender in the relevant
     Loan) and will be expressed as a percentage rate per annum


3    The Additional Cost Rate for any Lender lending from a Facility Office in a
     Participating  Member State will be the percentage  notified by that Lender
     to the Agent This percentage will be certified by that Lender in its notice
     to the Agent to be its reasonable determination of the cost (expressed as a
     percentage  of that  Lender's  participation  in all  Loans  made from that
     Facility Office) of complying with the minimum reserve  requirements of the
     European Central Bank in respect of loans made from that Facility Office


4    The Additional  Cost Rate for any Lender lending from a Facility  Office in
     the United Kingdom will be calculated by the Agent as follows

     a)   in relation to a sterling Loan

                  AB + C(B - D)+ E x 0 01
                  -----------------------     per cent per annum
                       100 - (A + C)

     b)   in relation to a Loan in any currency other than sterling

                  E x 0 01
                  --------     per cent per annum
                    300

Where

A    is the percentage of Eligible  Liabilities  (assuming these to be in excess
     of any stated  minimum)  which that Lender is from time to time required to
     maintain as an interest free cash ratio deposit with the Bank of England to
     comply with cash ratio requirements

B    is the percentage rate of interest  (excluding the Margin and the Mandatory
     Cost and, if the Loan is an Unpaid  Sum,  the  additional  rate of interest
     specified in paragraph  (a) of Clause 8 4 (Default  interest))  payable for
     the relevant Interest Period on the Loan

C    is the  percentage  (if any) of Eligible  Liabilities  which that Lender is
     required from time to time to maintain as interest bearing Special Deposits
     with the Bank of England

D    is the  percentage  rate per annum  payable  by the Bank of  England to the
     Agent on interest bearing Special Deposits

E    is designed to compensate  Lenders for amounts payable under the Fees Rules
     and is  calculated  by the Agent as being the  average  of the most  recent
     rates of charge  supplied by the Reference  Banks to the Agent  pursuant to
     paragraph 7 below and expressed in pounds per (pound)1,000,000


5    For the purposes of this Schedule

     a)   "Eligible  Liabilities" and "Special Deposits" have the meanings given
          to them from time to time under or pursuant to the Bank of England Act
          1998 or (as may be appropriate) by the Bank of England,

     b)   "Fees  Rules"  means the rules on periodic  fees  contained in the FSA
          Supervision  Manual or such other law or regulation as may be in force
          from time to time in respect of the payment of fees for the acceptance
          of deposits,

     c)   "Fee Tariffs" means the fee tariffs  specified in the Fees Rules under
          the activity group A 1 Deposit acceptors  (ignoring any minimum fee or
          zero rated fee  required  pursuant  to the Fees Rules but taking  into
          account any applicable discount rate),

     d)   "Facility  Office" means the office or offices notified by a Lender to
          the Agent in writing  on or before  the date it becomes a Lender  (or,
          following  that date, by not less than five (5) Business Days' written
          notice) as the office or offices  through  which it will  perform  its
          obligations under the Agreement,

     e)   "Participating  Member  State"  means any member state of the European
          Communities that adopts or has adopted the euro as its lawful currency
          in accordance with legislation of the European  Community  relating to
          Economic and Monetary Union,

     f)   "Reference Banks" means, in relation to LIBOR and Mandatory Cost, such
          banks  as may be  appointed  by the  Agent  in  consultation  with the
          Company from time to time, and

     g)   "Tariff  Base" has the meaning  given to it in, and will be calculated
          in accordance with, the Fees Rules


6    In application of the above formulae, A, B, C and D will be included in the
     formulae as  percentages (ie 5 per cent will be included in the formula as
     5 and not as 0 05) A negative result obtained by subtracting D from B shall
     be taken as zero The  resulting  figures  shall be rounded to four  decimal
     places


7    If  requested  by  the  Agent,  each  Reference  Bank  shall,  as  soon  as
     practicable after publication by the Financial Services  Authority,  supply
     to the  Agent,  the rate of charge  payable by that  Reference  Bank to the
     Financial  Services  Authority pursuant to the Fees Rules in respect of the
     relevant financial year of the Financial Services Authority (calculated for
     this purpose by that Reference Bank as being the average of the Fee Tariffs
     applicable to that Reference Bank for that financial year) and expressed in
     pounds per (pound)1,000,000 of the Tariff Base of that Reference Bank


8    Each  Lender  shall  supply any  information  required by the Agent for the
     purpose of calculating its Additional Cost Rate In particular,  but without
     limitation,  each Lender shall supply the following information on or prior
     to the date on which it becomes a Lender

     a)   the jurisdiction of its Facility Office, and

     b)   any  other  information  that the  Agent may  reasonably  require  for
          such purpose

     Each  Lender  shall  promptly  notify  the  Agent  of  any  change  to  the
     information provided by it pursuant to this paragraph


9    The  percentages  of each  Lender for the  purpose of A and C above and the
     rates of charge of each  Reference Bank for the purpose of E above shall be
     determined by the Agent based upon the information  supplied to it pursuant
     to  paragraphs 7 and 8 above and on the  assumption  that,  unless a Lender
     notifies the Agent to the contrary,  each Lender's  obligations in relation
     to cash ratio  deposits  and  Special  Deposits  are the same as those of a
     typical bank from its jurisdiction of incorporation  with a Facility Office
     in the same jurisdiction as its Facility Office


10   The Agent  shall  have no  liability  to any  person if such  determination
     results in an  Additional  Cost Rate which  over or under  compensates  any
     Lender and shall be entitled to assume that the information provided by any
     Lender or Reference  Bank  pursuant to  paragraphs 3, 7 and 8 above is true
     and correct in all respects


11   The Agent shall  distribute the additional  amounts received as a result of
     the Mandatory Cost to the Lenders on the basis of the Additional  Cost Rate
     for each Lender based on the  information  provided by each Lender and each
     Reference Bank pursuant to paragraphs 3, 7 and 8 above


12   Any  determination  by the Agent pursuant to this Schedule in relation to a
     formula,  the Mandatory Cost, an Additional Cost Rate or any amount payable
     to a Lender shall,  in the absence of manifest  error,  be  conclusive  and
     binding on all Parties


13   The Agent may from time to time,  after  consultation  with the Company and
     the Lenders,  determine and notify to all Parties any amendments  which are
     required to be made to this  Schedule in order to comply with any change in
     law,  regulation or any requirements  from time to time imposed by the Bank
     of England,  the Financial  Services Authority or the European Central Bank
     (or, in any case,  any other  authority  which  replaces  all or any of its
     functions)  and any such  determination  shall,  in the absence of manifest
     error, be conclusive and binding on all Parties

<PAGE>

                                   SIGNATORIES




Borrower
Nordic American Tanker Shipping Limited



By /s/ Herbjorn Hansson
  -------------------------------
Name    HERBJORN HANSSON
Title   ATTORNEY-IN-FACT


Lenders
DnB NOR Bank ASA



By /s/ Peter Behncke
  -------------------------------
Name    PETER BEHNCKE
Title   ATTORNEY-IN-FACT


Nordea Bank Norge ASA



By /s/ Jan Clavedge
  -------------------------------
Name    JAN CLAVEDGE
Title   ATTORNEY-IN-FACT


Fokus Bank ASA



By /s/ Morten Bjornsen
  -------------------------------
Name    MORTEN BJORNSEN
Title   ATTORNEY-IN-FACT


Scotiabank Europe PLC



By /s/ Peter Behncke
  -------------------------------
Name    PETER BEHNCKE
Title   ATTORNEY-IN-FACT


Agent
DnB NOR Bank ASA



By /s/ Peter Behncke
  -------------------------------
Name    PETER BEHNCKE
Title   ATTORNEY-IN-FACT


Arranger
DnB NOR Bank ASA



By /s/ Peter Behncke
  -------------------------------
Name    PETER BEHNCKE
Title   ATTORNEY-IN-FACT