d1075535_ex4-28.htm


    EXHIBIT
4.28

     

    
      	
              


               

            	
              Draft
      (3): 3 September 2009

              YIC/AT01691

              Facility
      Agreement

               

            
	
              
 

               

               

               

               

               

               

              FACILITY
      AGREEMENT

              for
      a Revolving Credit Facility

              and
      a Guarantee and Letter of Credit Facility

              of
      up to US$50,000,000

              to

              AEGEAN
      MARINE PETROLEUM S.A.

               

              provided
      by

              THE
      BANKS AND FINANCIAL INSTITUTIONS SET OUT IN SCHEDULE 1

               

              Arranger

              NATIONAL
      BANK OF GREECE S.A.

               

              Agent,
      Security Agent, Issuing Bank and Account Bank

              NATIONAL
      BANK OF GREECE S.A., LONDON BRANCH

               

            
	 
      
	 	 
	 	 


    

    
 

     

     

     

     

     

     

     

     

     

     

     

    

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Contents

     

    
      	
              Clause

            	 
      	
              Page

            
	 
      	 
      	 
      
	
              1

            	
              Purpose
      and definitions

            	
              1

            
	 
      	 
      	 
      
	
              2

            	
              The
      Facilities

            	
              12

            
	 
      	 
      	 
      
	
              3

            	
              Interest
      and Interest Periods

            	
              19

            
	 
      	 
      	 
      
	
              4

            	
              Indemnities;
      repayments; cancellations; prepayments

            	
              21

            
	 
      	 
      	 
      
	
              5

            	
              Fees,
      commissions and expenses

            	
              24

            
	 
      	 
      	 
      
	
              6

            	
              Payments
      and taxes; accounts and calculations

            	
              25

            
	 
      	 
      	 
      
	
              7

            	
              Representations
      and warranties

            	
              29

            
	 
      	 
      	 
      
	
              8

            	
              Undertakings

            	
              34

            
	 
      	 
      	 
      
	
              9

            	
              Conditions

            	
              39

            
	 
      	 
      	 
      
	
              10

            	
              Events
      of Default

            	
              40

            
	 
      	 
      	 
      
	
              11

            	
              Indemnities

            	
              44

            
	 
      	 
      	 
      
	
              12

            	
              Unlawfulness
      and increased costs

            	
              45

            
	 
      	 
      	 
      
	
              13

            	
              Security,
      set off and pro-rata payments

            	
              47

            
	 
      	 
      	 
      
	
              14

            	
              Accounts

            	
              49

            
	 
      	 
      	 
      
	
              15

            	
              Assignment,
      transfer and lending office

            	
              51

            
	 
      	 
      	 
      
	
              16

            	
              Arranger,
      Agent, Security Agent and Reference Banks

            	
              54

            
	 
      	 
      	 
      
	
              17

            	
              Notices
      and other matters

            	
              63

            
	 
      	 
      	 
      
	
              18

            	
              Governing
      law and jurisdiction

            	
              64

            
	 
      	 
      	 
      
	
              Schedule
      1 The Banks and their Percentages

            	
              65

            
	 
      	 
      
	
              Schedule
      2 Documents and evidence required as conditions precedent

            	
              66

            
	 
      	 
      
	
              Schedule
      3 Form of Trust Deed

            	
              69

            
	 
      	 
      
	
              Schedule
      4 Transfer Certificate

            	
              70

            
	 
      	 
      
	
              The
      Schedule

            	
              73

            
	 
      	 
      
	
              Schedule
      5 Form of Drawdown Notice and Issue Request

            	
              74

            
	 
      	 
      
	
              Schedule
      6 Mandatory Cost formula

            	
              76

            
	 
      	 
      
	
              Schedule
      7 Form of Borrowing Base Report

            	
              78

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THIS AGREEMENT is dated [·] September 2009 and
made BETWEEN:

     

    
      	
              (1)

            	
              AEGEAN MARINE PETROLEUM
      S.A. as Borrower;

            


    

     

    
      	
              (2)

            	
              NATIONAL BANK OF GREECE S.A.,
      LONDON BRANCH as Agent, Security Agent, Issuing Bank and Account
      Bank;

            


    

     

    
      	
              (3)

            	
              NATIONAL BANK OF GREECE S.A.
      as Arranger; and

            


    

     

    
      	
              (4)

            	
              THE BANKS AND FINANCIAL
      INSTITUTIONS whose names and addresses are set out in schedule 1 as
      Banks.

            


    

     

    IT IS AGREED as
follows:

     

    
      	
               
      

            	
              
1

            	
              Purpose
      and definitions

            


    

     

    
      	
               
      

            	
              1.1

            	
              Purpose

            


    

     

    This
Agreement sets out the terms and conditions upon and subject to which the Banks
agree, according to their several obligations, to make available to the
Borrower:

     

    
      	
               
      

            	
              1.1.1

            	
              a
      revolving credit facility in the amount of up to the RCF Limit (inclusive
      of the limit of the guarantee and letter of credit facility referred to in
      clause 1.1.2 below), for the purpose of assisting the Borrower to finance
      the working capital and general business needs of the Borrower in
      connection with trade related
activities;

            


    

     

    
      	
               
      

            	
              1.1.2

            	
              a
      multi-currency revolving guarantee and letter of credit facility in the
      amount of up to the Guarantee Facility Limit, to finance the working
      capital and general business needs of the Borrower in connection with
      trade related activities.

            


    

     

    
      	
               
      

            	
              1.2

            	
              Definitions

            


    

     

    In this
Agreement, unless the context otherwise requires:

     

    "Account Assignments" means,
together, the Operating Account Assignment, the Cash Collateral Account
Assignment and any Illegality Security Account Assignment and "Account Assignment" means any
of them;

     

    "Account Bank" means National
Bank of Greece S.A., whose registered office is at 86 Eolou Street, 102 32
Athens, Greece acting for the purposes of this Agreement through its branch at
75 King William Street, London EC4N 7BE, England (or of such other address as
may last have been notified to the other parties to this Agreement pursuant to
clause 17.1.3) or such other bank as may be designated by the Agent as the
Account Bank for the purposes of this Agreement and includes its successors in
title;

     

    "Accounts" means, together, the
Operating Account, the Cash Collateral Account and any Illegality Security
Account and "Account"
means any of them;

     

    "Actual Exposure" means, at any
relevant time, the aggregate of:

     

    
      	
               
      

            	
              (a)

            	
              the
      Loan;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Outstanding Amounts for all L/Cs (subject to clause
  2.8);

            


    

     

    
      	
               
      

            	
              (c)

            	
              all
      amounts paid by the Banks pursuant to clauses 2.14 or 4.2.1 which have not
      been fully paid or reimbursed by the Borrower under this Agreement;
      and

            


    

     


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
              (d)

            	
              any
      part of the Available Amount taken into account by the Corporate Guarantor
      for the purpose of complying with clause 5.3.1(c) of the Corporate
      Guarantee at the then latest time when compliance was tested by the
      Security Agent;

            


    

     

    "Advance" means each borrowing
by the Borrower of a portion of the RC Facility or (as the context may require)
the principal amount of such borrowing outstanding at any relevant time and
"Advances" means any or
all of them;

     

    "Agent" means National Bank of
Greece S.A., London Branch, whose registered office is at 86 Eolou Street, 102
32 Athens, Greece acting for the purposes of this Agreement through its London
branch at 75 King William Street, London EC4N 7BE, England (or of such other
address as may last have been notified to the other parties to this Agreement
pursuant to clause 17.1.3) or such other person as may be appointed as agent by
the Banks and the Issuing Bank pursuant to clause 16 and includes its successors
in title;

     

    "Aggregate Liabilities" means,
at any relevant time, the aggregate of the Loan and the Outstandings of all the
Banks;

     

    "Applicable Accounting
Principles" means, at any relevant time, the most recent and up-to-date
US GAAP;

     

    "Arranger" means National Bank
of Greece S.A. of 86 Eolou Street, 102 32 Athens, Greece, in its capacity
as arranger (or of such other address as may last have been notified to the
other parties to this Agreement pursuant to clause 17.1.3) and includes its
successors in title;

     

    "Availability Period" means, in
relation to each Facility, the period commencing on the date of this Agreement
and ending on the earlier of:

     

    
      	
               
      

            	
              (a)

            	
              the
      date falling seven (7) days before the Final Maturity Date in respect of
      the relevant Facility (or such later date as the Banks may agree with the
      Borrower); and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      date on which the Banks' obligation to make the relevant Facility
      available is fully cancelled or terminated under the terms of this
      Agreement;

            


    

     

    "Available Amount" means, at
any time and in relation to the RC Facility, the amount by which the RCF Limit
exceeds the aggregate of all Advances outstanding at such time under the RC
Facility;

     

    "Banking Day" means a day on
which banks are open in London and Piraeus and, in respect of a day on which
payment is required to be made or other dealing is due to take place under this
Agreement:

     

    
      	
               
      

            	
              (a)

            	
              in
      Dollars, a day on which banks are open in New York
  City;

            


    

     

    
      	
               
      

            	
              (b)

            	
              in
      an Optional Currency (other than euros), a day on which banks are open in
      New York City and the principal financial centre of the country of that
      Optional Currency; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              in
      euros, a Target Day,

            


    

     

    or any
other relevant place of payment under clause 6;

     

    "Banks" means the banks and
financial institutions set out in schedule 1 and includes their respective
successors in title and Transferee Banks and "Bank" means any of
them;

     

    "Basel 2 Accord" means the
"International Convergence of Capital Measurement and Capital Standards, a
Revised Framework" published by the Basel Committee on Banking Supervision in
June 2004 in the form existing on the date of this Agreement;

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    


     

    "Basel 2 Approach" means either
the Standardised Approach or the relevant Internal Ratings Based Approach (each
as defined in the Basel 2 Accord) adopted by a Bank or the Issuing Bank (or its
holding company) for the purposes of implementing or complying with the Basel 2
Accord;

     

    "Basel 2 Regulation" means (a)
any law or regulation implementing the Basel 2 Accord or (b) any Basel 2
Approach adopted by a Bank or the Issuing Bank;

     

    "Beneficiary" means, in
relation to a L/C, the person in whose favour the L/C has been issued under this
Agreement;

     

    "Borrowed Money" means, in
relation to a person (the "debtor"), a liability of the
debtor:

     

    
      	
               
      

            	
              (a)

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

            


    

     

    
      	
               
      

            	
              (b)

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

            


    

     

    
      	
               
      

            	
              (c)

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

            


    

     

    
      	
               
      

            	
              (d)

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

            


    

     

    
      	
               
      

            	
              (e)

            	
              under
      any foreign exchange transaction, any interest or currency swap or any
      other kind of derivative transaction entered into by the debtor or, if the
      agreement under which any such transaction is entered into requires
      netting of mutual liabilities, the liability of the debtor for the net
      amount (and when calculating the value of any such transaction, only the
      marked to market value as at any date shall be taken into
      account);

            


    

     

    
      	
               
      

            	
              (f)

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

            


    

     

    
      	
               
      

            	
              (g)

            	
              any
      other Indebtedness which would be regarded as debt pursuant to the
      Applicable Accounting Principles,

            


    

     

    and, in
calculating the Borrowed Money of any person, none of the above items shall be
deducted or added or otherwise taken into account more than once in any such
calculation;

     

    "Borrower" means Aegean Marine
Petroleum S.A. of 80 Broad Street, Monrovia, Republic of Liberia and includes
its successors in title;

     

    "Borrowing Base Report" means
each report in the form set out in schedule 7;

     

    "Capital Adequacy Law" means
any law or any regulation (whether or not having the force of law, but, if not
having the force of law, with which a Bank or the Issuing Bank or, as the case
may be, its holding company habitually complies), including (without limitation)
those relating to Taxation, capital adequacy, liquidity, reserve assets, cash
ratio deposits and special deposits or other banking or monetary controls or
requirements which affect the manner in which that Bank or the Issuing Bank
allocates capital resources to its obligations hereunder (including, without
limitation, those resulting from the implementation or application of or
compliance with the Basel 2 Accord or any Basel 2 Regulation);

     

    "Cash Collateral Account" means
an interest bearing account of the Borrower opened by the Borrower with the
Account Bank and includes any sub-accounts thereof and any other account
designated in writing by the Agent to be a Cash Collateral Account for the
purposes of this Agreement;

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    


     

    "Cash Collateral Account
Assignment" means the assignment of the Cash Collateral Account executed
or (as the context may require) to be executed by the Borrower in favour of the
Security Agent in such form as the Agent may in its absolute discretion
require;

     

    "Commitment" means, in relation
to each Bank at any relevant time, the amount in Dollars equal to such Bank's
Percentage of the RCF Limit at such time, as reduced or increased by any
relevant term of this Agreement;

     

    "Contribution" means, in
relation to each Bank, the principal amount of the Loan owing to such Bank at
any relevant time;

     

    "Corporate Guarantee" means the
corporate guarantee executed or (as the context may require) to be executed by
the Corporate Guarantor in favour of the Security Agent in such form as the
Banks may in their sole discretion require;

     

    "Corporate Guarantor" means
Aegean Marine Petroleum Network Inc. of Trust Company Complex, Ajeltake Road,
Ajeltake Island, Majuro, Marshall Islands MHJ96960 and includes its successors
in title;

     

    "Creditors" means, together,
the Arranger, the Agent, the Account Bank, the Issuing Bank, the Security Agent
and the Banks and "Creditor" means any of
them;

     

    "Customer" means each person
from whom Receivables are due to the Borrower at any relevant time and "Customers" means any or all of
them;

     

    "Default" means any Event of
Default or any event or circumstance which with the giving of notice or lapse of
time or the satisfaction of any other condition (or any combination thereof)
would constitute an Event of Default;

     

    "Direct Credit Substitute"
means a letter of credit or bank guarantee issued or to be issued by the Issuing
Bank in favour of a Beneficiary in such form as is agreed between the Issuing
Bank and the Borrower which is required by the Borrower in the ordinary course
of its business and which is neither a Documentary L/C nor a Transaction Related
Standby L/C;

     

    "Documentary L/C" means a letter of credit
issued or to be issued by the Issuing Bank in favour of a Beneficiary in such
form as is agreed between the Issuing Bank and the Borrower which directly
relates to the purchase of Oil Products by the Borrower and which imposes on the
Issuing Bank a primary obligation to pay upon presentation of specified
documents as specified in such letter of credit;

     

    "Dollars" and "$" mean the lawful currency of
the United States of America and in respect of all payments to be made under any
of the Security Documents mean funds which are for same day settlement in the
New York Clearing House Interbank Payments System (or such other U.S. dollar
funds as may at the relevant time be customary for the settlement of
international banking transactions denominated in U.S. dollars);

     

    "Drawdown Date" means, in
relation to each Advance, any date, being a Banking Day falling during the
Availability Period, on which such Advance is, or is to be, made
available;

     

    "Drawdown Notice" means, in
relation to each Advance, a notice substantially in the form of schedule 5, Part
A in respect of such Advance;

     

    "EMU Legislation" means
legislative measures of the Council of the European Union for the introduction
of, changeover to, or operation of, a single or unified European Currency being
part of the implementation of the Third Stage;

     

    "Encumbrance" means any
mortgage, charge (whether fixed or floating), pledge, lien, hypothecation,
assignment, trust arrangement or security interest or other encumbrance of
any

     


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    kind
securing any obligation of any person or any type of preferential arrangement
(including without limitation title transfer and/or retention arrangements
having a similar effect);

     

    "Environmental Claim" means any
claim, notice prosecution, demand, action, official warning, abatement or other
order (conditional or otherwise) relating to Environmental Matters or any
notification or order requiring compliance with the terms of any Environmental
Licence or Environmental Law;

     

    "Environmental Law" includes
all or any law, statute, rule, regulation, treaty, by-law, code of practice,
order, notice, demand, decision of the courts or of any governmental authority
or agency or any other regulatory or other body in any jurisdiction relating to
Environmental Matters;

     

    "Environmental Licence"
includes any permit, licence, authorisation, consent or other approval required
at any time by any Environmental Law;

     

    "Environmental Matters"
includes (a) the generation, deposit, disposal, keeping, treatment,
transportation, transmission, handling, importation, exportation, processing,
collection, sorting, presence or manufacture of any waste (as defined in the
Environmental Protection Act 1990) of any Relevant Substance; (b) nuisance,
noise, defective premises, health and safety at work or elsewhere; and (c) the
pollution, conservation or protection of the environment (both natural and
built) or of man or any living organisms supported by the environment or any
other matter whatsoever affecting the environment or any part of
it;

     

    "EURIBOR" means, in relation to
a particular period:

     

    
      	
               
      

            	
              (a)

            	
              the
      applicable Screen Rate; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              if
      no Screen Rate is available for that period, the rate (rounded upwards to
      four decimal places) quoted to the Agent by the Reference Bank at the
      request of the Agent to be the rate offered to that Reference Bank by
      leading banks in the European Interbank
Market,

            


    

     

    as of
11:00 a.m. (Brussels time) on the Quotation Date for the offering of deposits in
euro for a period comparable to that period;

     

    "euro" and "euros" means, for the time
being, the single currency of Participating Member States as provided in the EMU
Legislation;

     

    "Event of Default" means any of
the events or circumstances described in clause 10.1;

     

    "Expiry Date" means, in
relation to a UC, the expiry date specified in the Issue Request relating
thereto and initially applicable thereto or, as the context may require, any
extended expiry date requested and agreed to by the Banks pursuant to clause 2.6
and/or clause 2.13 provided that in no circumstances shall the expiry date of a
UC be a date falling after the Final Maturity Date for the Guarantee Facility,
except in accordance with clause 2.13;

     

    "Extension Notice" shall have
the meaning given to it in clause 4.3.2(b);

     

    "Facilities" means, together,
the RC Facility and the Guarantee Facility and "Facility" means any of
them;

     

    "Final Maturity Date" means, in
relation to each Facility, the earlier of:

     

    
      	
               
      

            	
              (a)

            	
              30
      September 2010; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      date falling 12 months after the first Utilisation Date under this
      Agreement,

            


    

     

    or such
other later date as all the Banks may agree in their absolute and unfettered
discretion and the Agent notifies to the Borrower by an Extension Notice sent
pursuant to clause 4.3.2;

     


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    


     

    "Government Entity" means and
includes (whether having a distinct legal personality or not) any national or
local government authority, board, commission, department, division, organ,
instrumentality, court or agency and any association, organisation or
institution of which any of the foregoing is a member or to whose jurisdiction
any of the foregoing is subject or in whose activities any of the foregoing is a
participant;

     

    "Group" means, together, the
Corporate Guarantor and its Subsidiaries from time to time (which, for the
avoidance of doubt, includes all other Security Parties) and "member of the Group" shall be
construed accordingly;

     

    "Guarantee Facility" means the
multi-currency revolving guarantee and letter of credit facility referred to in
clause 2.1.1(a)(ii) in the amount of up to the Guarantee Facility Limit and made
available by the Banks to the Borrower pursuant to this Agreement;

     

    "Guarantee Facility Limit"
means, at any relevant time, the lower of:

     

    
      	
               
      

            	
              (a)

            	
              $25,000,000
      or the equivalent thereof in Optional Currencies;
  and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Available Amount under the RC Facility at the relevant
    time,

            


    

     

    as the
same may be reduced by any of the terms of this Agreement;

     

    "Illegality Security Account"
means, in respect of a L/C, each account opened or (as the context may require)
to be opened by the Borrower with the Account Bank following the Agent's request
pursuant to clause 14.7 in respect of that L/C and includes any sub-accounts
thereof and "Illegality
Security Accounts" means any or all of them;

     

    "Illegality Security Account
Assignment" means, in respect of an Illegality Security Account, the
assignment of such account executed or (as the context may require) to be
executed by the Borrower in favour of the Security Agent in such form as the
Agent may in its absolute discretion require and "Illegality Security Account
Assignments" means any or all of them;

     

    "Indebtedness" means any
obligation for the payment or repayment of money, whether as principal or as
surety and whether present or future, actual or contingent;

     

    "Interest Payment Date" means
the last day of an Interest Period;

     

    "Interest Period" means, in
relation to an Advance, each period for the calculation of interest in respect
of such Advance ascertained in accordance with clauses 3.2 and 3.3;

     

    "Issue Date" means, in relation
to a UC, the date, being a Banking Day falling within the Availability Period,
on which the Borrower requests that such UC be issued, as specified in the Issue
Request for such L/C or (as the context may require) the date on which such UC
is actually issued;

     

    "Issue Request" means, in
relation to a UC, a notice in the form or substantially in the form of schedule
5, Part B;

     

    "Issuing Bank" means National
Bank of Greece S.A., London Branch, whose registered office at 86 Eolou Street,
102 32 Athens, Greece acting for the purposes of this Agreement through its
branch at 75 King William Street, London EC4N 7BE, England (or of such other
address as may last have been notified to the other parties to this Agreement
pursuant to clause 17.1.3) and includes its successors in title;

     

    "UC" means:

     

    
      	
               
      

            	
              (a)

            	
              a
      Documentary L/C; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              a
      Transaction Related Standby L/C; or

            


    

     


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
              (c)

            	
              a
      Direct Credit Substitute;

            


    

     

    "L/C Valuation Date" has the
meaning given to that term in clause 2.8;

     

    "LIBOR" means in relation to a
particular period:

     

    
      	
               
      

            	
              (a)

            	
              in
      respect of any amount outstanding hereunder in Dollars or in an Optional
      Currency (other than euros), the rate for deposits of the relevant
      currency for a period equivalent to such period at or about 11:00 a.m. on
      the Quotation Date for such period as displayed on Reuters page LIBOR 01
      (British Bankers' Association Interest Settlement Rates) (or such other
      page as may replace such page LIBOR 01 on such system or on any other
      system of the information vendor for the time being designated by the
      British Bankers' Association to calculate the BBA Interest Settlement Rate
      (as defined in the British Bankers' Association's Recommended Terms and
      Conditions ("BBAIRS" terms)
      applicable at the relevant time));
or

            


    

     

    
      	
               
      

            	
              (b)

            	
              if
      on such date no such rate is so displayed, the rate (rounded upwards to
      four decimal places) quoted to the Agent by the Reference Bank at the
      request of the Agent, as the rate for deposits of the relevant currency in
      an amount approximately equal to the amount in relation to which LIBOR is
      to be determined for a period equivalent to such period offered to the
      Reference Bank by leading banks in the London Interbank Market at or about
      11:00 a.m. (London time) on the Quotation Date for such
      period;

            


    

     

    "Loan" means the aggregate
principal amount owing to the Banks under this Agreement at any relevant time
under the Advances;

     

    "Majority Banks" means, at any
relevant time, Banks the aggregate of whose Percentages exceeds sixty six point
six six per cent (66.66%);

     

    "Mandatory Cost" means, in
relation to any period, a percentage calculated by the Agent for such period at
an annual rate determined by the application of the formula set out in schedule
6;

     

    "Margin" means, in relation to
the Loan, two point five per cent (2.5%) per annum;

     

    "month"
means a period beginning in one calendar month and ending in the next calendar
month on the day numerically corresponding to the day of the calendar month on
which it started, provided that (a) if the period started on the last Banking
Day in a calendar month or if there is no such numerically corresponding day, it
shall end on the last Banking Day in such next calendar month and (b) if such
numerically corresponding day is not a Banking Day, the period shall end on the
next following Banking Day in the same calendar month but if there is no such
Banking Day it shall end on the preceding Banking Day and "months" and "monthly" shall be construed
accordingly;

     

    "Oil Products" means oil
bunkering products and lubricants used in the maritime industry;

     

    "Operating Account" means an
interest bearing account of the Borrower opened by the Borrower with the Account
Bank and includes any sub-accounts thereof and any other account designated in
writing by the Agent to be an Operating Account for the purposes of this
Agreement;

     

    "Operating Account Assignment"
means the assignment of the Operating Account executed or (as the context may
require) to be executed by the Borrower in favour of the Security Agent in such
form as the Agent may in its absolute discretion require;

     

    "Optional Currency" means the
euro and any other currency (other than Dollars) which is acceptable to the
Banks and the Issuing Bank and is, for the time being, freely transferable and
convertible into Dollars in the London Foreign Exchange Market;

     

    "Optional Currency UC" means a
UC denominated in an Optional Currency;

     


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    


     

    "Original Dollar Amount" means,
in relation to a L/C:

     

    
      	
               
      

            	
              (a)

            	
              (if
      denominated in Dollars) the amount in Dollars which is, or is to be
      outstanding under such L/C; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              (if
      denominated in an Optional Currency) the amount in Dollars which would
      have been outstanding if such L/C had first been issued and had remained
      denominated in Dollars (and such amount shall be the amount in Dollars
      required for the purchase of the relevant amount of the relevant Optional
      Currency of that L/C in the London Foreign Exchange Market on the Issue
      Date of such L/C for spot delivery on the basis of the rate determined by
      the Agent (following advice from the Issuing Bank) to have been the
      Issuing Bank's spot rate of exchange for such purchase at or about 11.00
      a.m. on such Issue Date),

            


    

     

    as
reduced from time to time by reductions of such L/C under this
Agreement;

     

    "Outstanding Amount" means, in
relation to a L/C, the maximum amount (whether of principal or interest or
otherwise) determined by the Agent (following advice by the Issuing Bank) to be
that for which such L/C was issued and, in relation to an Optional Currency L/C,
the amount in Dollars last determined by the Agent (following advice by the
Issuing Bank) as the Outstanding Amount in accordance with clause 2.8.2, in each
case less the aggregate amount of all reductions to such L/C which have been
made in accordance with the provisions of clause 2.9 (subject always to clause
10.5);

     

    "Outstandings" means, at any
relevant time and in relation to a Bank, the aggregate of (a) its Percentage of
the Outstanding Amounts for all L/Cs and (b) any amounts paid by that Bank
pursuant to clauses 2.14 or 4.2.1 which have not been fully paid or reimbursed
by the Borrower (subject always to clause 10.5);

     

    "Participating Member State"
means each state so described in any EMU Legislation;

     

    "Percentage" means, in relation
to a Bank, the percentage set opposite its name in schedule 1 under the heading
"Percentage" or, as the case may be, in any relevant Transfer Certificate, as
reduced or increased by any relevant term of this Agreement;

     

    "Permitted Encumbrance" means
any Encumbrance in favour of the Security Agent or any of the other Creditors
created pursuant to the Security Documents;

     

    "Qualifying Receivables" means
Receivables which, at the relevant time:

     

    
      	
               
      

            	
              (a)

            	
              are
      in all respects acceptable to the Agent and the Agent has confirmed its
      acceptance in writing;

            


    

     

    
      	
               
      

            	
              (b)

            	
              have
      been assigned to the Security Agent pursuant to the Receivables
      Assignment;

            


    

     

    
      	
               
      

            	
              (c)

            	
              have
      been included in a Schedule of Receivables submitted to the Agent and the
      Security Agent pursuant to clause 2.4 or clause 8.2.1 and meet the
      requirements of clause 2.4, each together with the copies of
      documents,  receipt(s) and invoice(s) relating to such
      Receivables required to be submitted pursuant to clause 2.4
      and:

            


    

     

    
      	
               
      

            	
              (d)

            	
              (i)
      in the case of Receivables due in respect of lubricants, are payable
      within 60 days of the date of the relevant receipt and are not overdue for
      payment; and

            


    

     

    
      	
               
      

            	
               

            	
              (ii)
      in
      the case of Receivables due in respect of oil bunkering, are payable
      within 30 days of the date of the relevant receipt and are not overdue for
      payment by more than 15
days;

            


    

     


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    


     

    "Quotation Date" means, in
relation to any period for which an interest rate is to be determined under any
provision of this Agreement or any other Security Documents:

     

    
      	
               
      

            	
              (a)

            	
              in
      the case of deposits in Dollars or an Optional Currency (other than
      euros), the day on which quotations would ordinarily be given by leading
      banks in the London Interbank Market for deposits in the relevant currency
      to which such rate is to be determined for delivery on the first day of
      that period; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              in
      the case of deposits in euros, the Target Day on which quotations would
      ordinarily be given by leading banks in the European Interbank Market for
      deposits in euros for delivery on the first day of that
      period;

            


    

     

    "RC Facility" means the
revolving credit facility referred to in clause 2.1.1(a)(i) in the amount of up
to the RC Facility Limit and made available by the Banks to the Borrower
pursuant to this Agreement;

     

    "RCF Limit" means, at any
relevant time, the sum of:

     

    
      	
               
      

            	
              (a)

            	
              $50,000,00,
      minus

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Outstandings of all the Banks under the Guarantee Facility at the relevant
      time,

            


    

     

    as the
same may be reduced by any of the terms of this Agreement;

     

    "Receivables" means sums due
and owing at any relevant time to the Borrower by its customers in respect of
oil bunkering and/or lubricant sales;

     

    "Receivables Assignment" means
a specific assignment of Receivables executed or (as the context may require) to
be executed by the Borrower in favour of the Security Agent in such form as the
Agent may in its sole discretion require;

     

    "Reference Bank" in relation to
LIBOR, EURIBOR and Mandatory Cost, means the Agent or any other bank or
financial institution appointed as Reference Bank by the Agent from time to time
in its discretion;

     

    "Related Company" of a person
means any Subsidiary of that person, any company or other entity of which that
person is a Subsidiary and any Subsidiary of any such company or
entity;

     

    "Relevant Jurisdiction" means
any jurisdiction in which or where any Security Party is incorporated, resident,
domiciled, has a permanent establishment, carries on, or has a place of business
or is otherwise effectively connected;

     

    "Relevant Party" means the
Borrower, any other Security Party and each member of the Group from time to
time;

     

    "Relevant Substance" means any
substance whatsoever (whether in a solid or liquid form or in the form of a gas
or vapour and whether alone or in combination with any other substance) or waste
(as defined in the Environmental Protection Act 1990) which is capable of
causing harm to man or any other living organism supported by the environment,
or damaging the environment or public health or welfare.

     

    "Reset Date" has the meaning
given in clause 2.5;

     

    "Schedule of Receivables" means
a Schedule in the form of a schedule to the Receivables Assignment (or in such
other form as the Agent may approve) and submitted or to be submitted to the
Agent and the Security Agent pursuant to clause 2.4 or clause
8.2.1;

     

    "Screen Rate" means, for the
purposes of determining EURIBOR, the percentage rate per annum determined by the
Banking Federation of the European Union for the relevant period,

     


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    displayed
on the appropriate page (being EURIBOR01 on the date of this Agreement) of the
Reuters screen.  If the agreed page is replaced or service ceases to
be available, the Agent may specify another page or service displaying the
appropriate rate after consultation with the Borrower;

     

    "Security Agent" means National
Bank of Greece S.A., London Branch, whose registered office is at 86 Eolou
Street, 102 32 Athens, Greece  acting for the purposes of this Agreement
through its branch at 75 King William Street, London EC4N 7BE, England (or of
such other address as may last have been notified to the other parties to this
Agreement pursuant to clause 17.1.3) or such other person as may be appointed as
security agent and trustee by the Banks, the Agent and the Issuing Bank pursuant
to clause 16 and includes its successors in title;

     

    "Security Documents" means this
Agreement, the Corporate Guarantee, the Receivables Assignment, any Schedule of
Receivables, the Account Assignments and any other agreement or document as may
have been or shall from time to time after the date of this Agreement be
executed to guarantee and/or secure all or any part of the Aggregate
Liabilities, interest thereon and other moneys from time to time owing by the
Borrower or any other Security Party pursuant to this Agreement and/or any other
Security Document (whether or not any such document also secures moneys from
time to time owing pursuant to any other document or agreement);

     

    "Security Party" means the
Borrower and the Corporate Guarantor or any other person who may at any time be
a party to any of the Security Documents (other than the
Creditors);

     

    "Security Period" means the
period commencing on the date hereof and terminating upon the later of (a) the
date when there shall be no Aggregate Liabilities and the security created by
the Security Documents shall have been discharged by payment of all monies
payable thereunder, whether actually or contingently and (b) the latest Expiry
Date;

     

    "Settlement Amount" means, in
relation to each demand made under a L/C, the amount payable by the Issuing Bank
to the Beneficiary in respect of such demand, in Dollars or, in the case of a UC
issued in an Optional Currency, in such Optional Currency;

     

    "Settlement Date" means, in
relation to each demand made under a L/C, the date on which payment of the
Settlement Amount is due to the Beneficiary in respect of the
demand;

     

    "Subsidiary" of a person means
any company or entity directly or indirectly controlled by such person, and for
this purpose "control"
means either the ownership of more than fifty per cent (50%) of the voting share
capital (or equivalent rights of ownership) of such company or entity or the
power to direct its policies and management, whether by contract or
otherwise;

     

    "Target Day" means a day on
which the Trans-European Automated Real Time Gross Settlement Express Transfer
System is open;

     

    "Taxes" includes all present
and future taxes, levies, imposts, duties, fees or charges of whatever nature
together with interest thereon and penalties in respect thereof and "Taxation" shall be construed
accordingly;

     

    "Third Stage" means the third
stage of European economic and monetary union pursuant to the Treaty on European
Union;

     

    "Total Commitment" means, at
any relevant time, the aggregate of the Commitments of all the Banks at such
time;

     

    "Transaction Related Standby
L/C"  means a letter of credit, letter of guarantee or bank
guarantee issued or to be issued by the Issuing Bank in favour of a Beneficiary
in such form as is agreed between the Issuing Bank and the Borrower which
relates directly to the purchase of Oil Products by the Borrower and which
imposes on the Issuing Bank an obligation to pay (a) only upon default in
payment by the Borrower under its contract with the supplier of such
Oil

     


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    Products
and (b) upon presentation of specified documents as specified in such letter of
credit, letter of guarantee or bank guarantee (as the case may be);

     

    "Transfer Certificate" means a
certificate substantially in the form set out in schedule 4;

     

    "Transferee Bank" has the
meaning ascribed thereto in clause 15.3;

     

    "Transferor Bank" has the
meaning ascribed thereto in clause 15.3;

     

    "Treaty on European Union"
means the Treaty of Rome of 25 March 1957, as amended by the Single European Act
1986 and the Maastricht Treaty of 7 February 1992;

     

    "Trust Deed" means a trust deed
in the form, or substantially in the form, set out in schedule 3;

     

    "Trust Property" means (a) the
security, powers, rights, titles, benefits and interests (both present and
future) constituted by and conferred on the Security Agent under or pursuant to
the Security Documents (including, without limitation, the benefit of all
covenants, undertakings, representations, warranties and obligations given, made
or undertaken to the Security Agent in the Security Documents), (b) all moneys,
property and other assets paid or transferred to or vested in the Security Agent
or any agent of the Security Agent or any receiver or received or recovered by
the Security Agent or any agent of the Security Agent or any receiver pursuant
to, or in connection with, any of the Security Documents whether from any
Security Party or any other person and (c) all money, investments, property and
other assets at any time representing or deriving from any of the foregoing,
including all interest, income and other sums at any time received or receivable
by the Security Agent or any agent of the Security Agent in respect of the same
(or any part thereof);

     

    "Utilisation" means the making
of an Advance or the issuing of a L/C; and

     

    "Utilisation Date" means a
Drawdown Date or an Issuing Date.

     

    
      	
               
      

            	
              1.3

            	
              Headings

            


    

     

    Clause
headings and the table of contents are inserted for convenience of reference
only and shall be ignored in the interpretation of this Agreement.

     

    
      	
               
      

            	
              1.4

            	
              Construction
      of certain terms

            


    

     

    In this
Agreement, unless the context otherwise requires:

     

    
      	
               
      

            	
              1.4.1

            	
              references
      to clauses and schedules are to be construed as references to clauses of,
      and schedules to, this Agreement and references to this Agreement include
      its schedules;

            


    

     

    
      	
               
      

            	
              1.4.2

            	
              references
      to (or to any specified provision of) this Agreement or any other document
      shall be construed as references to this Agreement, that provision or that
      document as in force for the time being and as amended in accordance with
      terms thereof, or, as the case may be, with the agreement of the relevant
      parties;

            


    

     

    
      	
               
      

            	
              1.4.3

            	
              references
      to a "regulation"
      include any present or future regulation, rule, directive, requirement,
      request or guideline (whether or not having the force of law) of any
      agency, authority, central bank or government department or any
      self-regulatory or other national or supra-national authority and, for the
      avoidance of doubt, shall include any Basel 2
  Regulation;

            


    

     

    
      	
               
      

            	
              1.4.4

            	
              words
      importing the plural shall include the singular and vice
      versa;

            


    

     

    
      	
               
      

            	
              1.4.5

            	
              references
      to a time of day are to London
time;

            


    

     


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
              1.4.6

            	
              references
      to a person shall be construed as references to an individual, firm,
      company, corporation, unincorporated body of persons or any Government
      Entity;

            


    

     

    
      	
               
      

            	
              1.4.7

            	
              references
      to a "guarantee"
      include references to an indemnity or other assurance against financial
      loss including, without limitation, an obligation to purchase assets or
      services as a consequence of a default by any other person to pay any
      Indebtedness and "guaranteed" shall be
      construed accordingly;

            


    

     

    
      	
               
      

            	
              1.4.8

            	
              references
      to any enactment shall be deemed to include references to such enactment
      as re-enacted, amended or extended;
and

            


    

     

    
      	
               
      

            	
              1.4.9

            	
              references
      to a "demand"
      include any requirement to make payment in accordance with the terms of a
      L/C.

            


    

     

    
      	
               
      

            	
              1.5

            	
              Majority
      Banks

            


    

     

    Where
this Agreement or any other Security Document provides for any matter to be
determined by reference to the opinion of the Majority Banks or to be subject to
the consent or request of the Majority Banks or for any action to be taken on
the instructions in writing of the Majority Banks, such opinion, consent,
request or instructions shall (as between the Banks) only be regarded as having
been validly given or issued by the Majority Banks if all the Banks shall have
received prior notice of the matter on which such opinion, consent, request or
instructions are required to be obtained and the relevant majority of Banks
shall have given or issued such opinion, consent, request or instructions but so
that (as between the Borrower and the Banks) the Borrower shall be entitled (and
bound) to assume that such notice shall have been duly received by each Bank and
that the relevant majority shall have been obtained to constitute Majority Banks
whether or not this is in fact the case.

     

    
      	
               
      

            	
              2

            	
              The
      Facilities

            


    

     

    
      	
               
      

            	
              2.1

            	
              The
      Facilities; amounts; obligations and interests
  several

            


    

     

    
      	
               
      

            	
              2.1.1

            	
              Amounts

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Banks, relying upon each of the representations and warranties in clause
      7, agree, upon and subject to the terms of this Agreement, to make
      available to the Borrower for the Availability
  Period:

            


    

     

    
      	
               
      

            	
              (i)

            	
              a
      revolving credit facility for the purposes described in clause 1.1.1, in
      an aggregate amount not exceeding at any one time the RCF Limit;
      and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              a
      multi-currency revolving guarantee and letter of credit facility for the
      purposes described in clause 1.1.2, in an amount not exceeding at any one
      time the Guarantee Facility Limit, which shall be made available by the
      issuing of L/Cs by the Issuing
Bank.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      aggregate amount made available under the RC Facility and the Guarantee
      Facility shall not exceed at any time the lower
  of:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      RCF Limit; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      total of:

            


    

     

    
      	
               
      

            	
              (A)

            	
              90%
      of the face value of all Qualifying Receivables at such time,
      plus

            


    

     

    
      	
               
      

            	
              (B)

            	
              any
      amount then standing to the credit of the Cash Collateral Account and any
      Illegality Security Account (and any such amount in an Optional Currency
      shall be calculated by the Agent in its Dollar equivalent by using the
      Issuing Bank's spot rate of exchange referred to in clause 2.8 as of the
      date of any relevant
calculation),

            


    

     


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


     

    as such
values and amounts are most recently determined by the Agent in its absolute
discretion in accordance with the provisions of clause 8.2.2 and the other
provisions of this Agreement including, without limitation and where applicable,
by reference to the then most recent Borrowing Base Report available to the
Agent.

     

    
      	
               
      

            	
              (c)

            	
              The
      obligation of each Bank under this Agreement in respect of the RC Facility
      shall be to contribute that proportion of each Advance which, as at the
      Drawdown Date of such Advance, its Commitment bears to the Total
      Commitment.

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      Banks agree to indemnify and keep indemnified, in their several
      Percentages and in accordance with the terms of this Agreement, the
      Issuing Bank in respect of the UCs and the Guarantee
    Facility.

            


    

     

    
      	
               
      

            	
              2.1.2

            	
              Obligations
      several

            


    

     

    The
obligations of the Creditors under this Agreement are several; the failure of
any Creditor to perform such obligations shall not relieve any other Creditor or
the Borrower of any of their respective obligations or liabilities under this
Agreement nor shall any Creditor be responsible for the obligations of any other
Creditor (except for its own obligations, if any, as a Bank or Issuing Bank)
under this Agreement.

     

    
      	
               
      

            	
              2.1.3

            	
              Interests
      several

            


    

     

    Notwithstanding
any other term of this Agreement (but without prejudice to the provisions of
this Agreement relating to or requiring action by the Majority Banks) the
interests of the Creditors are several and the amount due to any Creditor is a
separate and independent debt.  No Creditor however shall have the
right to protect and enforce its rights arising out of this Agreement other than
with the prior written consent of the Majority Banks but, provided such consent
has been obtained, it shall not be necessary for any other Creditor to be joined
as an additional party in any proceedings for this purpose.

     

    
      	
               
      

            	
              2.2

            	
              Terms
      of RC Facility

            


    

     

    
      	
               
      

            	
              2.2.1

            	
              Subject
      to the terms and conditions of this Agreement, each Advance under the RC
      Facility shall be made to the Borrower following receipt by the Agent from
      the Borrower of a Drawdown Notice for such Advance, not later than 10:00
      a.m. on the third Banking Day before the date on which the Borrower
      proposes such Advance is made.  A Drawdown Notice shall be
      effective on actual receipt by the Agent and, once given, shall, subject
      as provided in clause 3.6.1, be
irrevocable.

            


    

     

    
      	
               
      

            	
              2.2.2

            	
              The
      Borrower shall be entitled to draw down the RC Facility in several
      Advances.

            


    

     

    
      	
               
      

            	
              2.2.3

            	
              Each
      Advance of the RC Facility shall be a minimum of Five million Dollars
      ($5,000,000) and an integral multiple of Five million Dollars ($5,000,000)
      or any other amount as may be agreed by the Agent in its sole discretion
      or the balance of the Available Amount, Provided that no Advance may be
      drawn down under the RC Facility on any
day:

            


    

     

    
      	
               
      

            	
              (a)

            	
              of
      an amount exceeding the Available Amount on such day;
  or

            


    

     

    
      	
               
      

            	
              (b)

            	
              of
      an amount which, when drawn down, would cause the Borrower to be in breach
      of clause 2.1.1(b) or clause 8.2.1;
or

            


    

     

    
      	
               
      

            	
              (c)

            	
              if
      the drawdown of such Advance would result in more than two (2) Advances or
      four (4) Utilisations having been made available under the Facilities
      during the same calendar week; or

            


    

     


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
              (d)

            	
              if
      a Default has occurred and is continuing on such
  day.

            


    

     

    
      	
               
      

            	
              2.2.4

            	
              Each
      Advance shall be denominated and advanced in Dollars
  only.

            


    

     

    
      	
               
      

            	
              2.2.5

            	
              Upon
      receipt of a Drawdown Notice for an Advance complying with the terms of
      this Agreement, the Agent shall promptly notify each Bank and each Bank
      shall make available to the Agent, on the Drawdown Date for the relevant
      Advance, its portion of the relevant Advance for payment by the Agent in
      accordance with clause 6.2.

            


    

     

    
      	
               
      

            	
              2.2.6

            	
              Any
      part of the Total Commitment which remains undrawn and uncancelled by the
      last day of the Availability Period applicable to it shall thereupon be
      automatically cancelled.

            


    

     

    
      	
               
      

            	
              2.2.7

            	
              Without
      prejudice to the Borrower's obligations under clause 8.1.3, none of the
      Creditors shall have any responsibility for the application of the
      proceeds of the Loan or any part thereof by the
  Borrower.

            


    

     

    
      	
               
      

            	
              2.3

            	
              Terms
      of Guarantee Facility

            


    

     

    
      	
               
      

            	
              2.3.1

            	
              Subject
      to the fulfilment of the conditions precedent contained in clause 9 and
      the conditions contained in clause 2.3.4, the Borrower may request the
      issuance of a L/C by ensuring that the Issuing Bank and the Agent receive
      a completed Issue Request not later than 11.00 a.m. (Piraeus time) three
      (3) Banking Days prior to the intended Issue
  Date.

            


    

     

    
      	
               
      

            	
              2.3.2

            	
              The
      Borrower undertakes with the Issuing Bank and each Bank to use each L/C
      only for the purpose stated in clause
1.1.2.

            


    

     

    
      	
               
      

            	
              2.3.3

            	
              The
      Guarantee Facility shall terminate on the last day of the Availability
      Period.

            


    

     

    
      	
               
      

            	
              2.3.4

            	
              The
      conditions referred to in clause 2.3.1 are
that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              an
      Issue Date has to be a Banking Day during the Availability
      Period;

            


    

     

    
      	
               
      

            	
              (b)

            	
              each
      L/C shall be denominated in Dollars or in an Optional
      Currency;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Original Dollar Amount of a L/C shall be not less than $250,000 (or such
      other amount as is agreed by the Majority Banks) or such other amount as
      is available in accordance with paragraph
(d);

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      total amount of the Outstandings of all Banks and the Outstanding Amount
      of the L/C then to be made shall not exceed the lower
  of:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Guarantee Facility Limit; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              such
      amount as shall ensure that the Borrower is in compliance with clause
      2.1.1(b) and clause 8.2.1 and shall remain in compliance with clause 8.2.1
      after the issuance of the relevant
UC;

            


    

     

    
      	
               
      

            	
              (e)

            	
              each
      UC shall specify an Expiry Date and that Expiry Date shall be a date
      falling not later than the Final Maturity Date for the Guarantee Facility;
      and

            


    

     

    
      	
               
      

            	
              (f)

            	
              no
      L/C may be issued if its issue would result in more than four (4)
      Utilisations having been made available under the Facilities during the
      same calendar week.

            


    

     

    
      	
               
      

            	
              2.3.5

            	
              Each
      Issue Request must be signed by a duly authorised signatory of the
      Borrower and, once served, the Issue Request cannot be revoked without the
      prior consent of the Issuing Bank and the Agent (acting on the
      instructions of the Majority
Banks).

            


    

     

    
      	
               
      

            	
              2.3.6

            	
              Subject
      to the provisions of this Agreement, the Issuing Bank shall, on the Issue
      Date for a UC, issue the relevant L/C to the relevant
      Beneficiary.

            


    

     


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
              2.3.7

            	
              For
      the purposes of (a) the definition of "Actual Exposure" in clause 1.2 and
      (b) clauses 2.3.4(d) and 8.2.1, the Outstanding Amount of each Optional
      Currency UC and the Original Dollar Amount of any Optional Currency L/C
      shall be multiplied by 110%.

            


    

     

    
      	
               
      

            	
              2.4

            	
              Submission
      of Schedule of Receivables

            


    

     

    The
Borrower shall be entitled at any time to submit to the Agent and the Security
Agent a Schedule of Receivables which the Borrower wishes to provide to the
Security Agent as security under the Receivables Assignment. If the Borrower
elects to do so or the Borrower elects to remedy any deficiency notified to it
by the Agent pursuant to clause 8.2.1 by submitting a Schedule of Receivables,
the Borrower shall submit to the Agent and the Security Agent (and in the case
of clause 8.2.1, it shall do so within the time-limit provided for in clause
8.2.1(b)):

     

    
      	
               
      

            	
              2.4.1

            	
              a
      Schedule of Receivables duly executed as a deed by the Borrower and
      setting out details of the Receivables which the Borrower wishes to
      provide to the Security Agent as security under the Receivables
      Assignment, provided that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              no
      more than five per cent (5%) of the aggregate of all such Receivables set
      out in such Schedule of Receivables shall be due from any one Customer
      (except the United States Navy and ExxonMobil Marine Ltd.);
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              such
      Receivables shall not be subject to any other Encumbrance and shall not
      have been contained in a Schedule of Receivables previously delivered
      under this Agreement;

            


    

     

    
      	
               
      

            	
              2.4.2

            	
              in
      respect of each Receivable contained in a Schedule of Receivables
      submitted to the Agent and the Security Agent under clause 2.4.1, a copy
      of the bunkering confirmation issued by the Borrower to the relevant
      Customer together with a copy of the Customer's confirmation of such
      bunkering confirmation, together evidencing the contract entered into
      between the Borrower and the Customer in relation to such Receivable and
      complying with the following
requirements:

            


    

     

    
      	
               
      

            	
              (a)

            	
              such
      bunkering confirmation when read together with the relevant Customer's
      confirmation shall include, whether expressly or by incorporation, all the
      terms of such contract between the Borrower and the
    Customer;

            


    

     

    
      	
               
      

            	
              (b)

            	
              in
      the case of Receivables relating to oil bunkers and/or lubricants supplied
      to the Customer by the Borrower or its employees, such bunkering
      confirmation when read together with the relevant Customer's confirmation
      shall refer to and incorporate the Borrower's standard terms and
      conditions;

            


    

     

    
      	
               
      

            	
              (c)

            	
              in
      the case of Receivables relating to oil bunkers and/or lubricants supplied
      to the Customer by any parties other than the Borrower or its employees,
      such bunkering confirmation shall contain the following
      wording:

            


    

     

    "AMP's standard terms and conditions
to apply, except as regards operational matters at the place of delivery, in
relation to which supplier's terms and conditions shall
apply";

     

    
      	
               
      

            	
              2.4.3

            	
              in
      respect of each Receivable contained in a Schedule of Receivables
      submitted to the Agent and the Security Agent under clause 2.4.1, a copy
      of the receipt for the oil bunkers and/or lubricants supplied (as
      relevant) complying with the following
  requirements:

            


    

     

    
      	
               
      

            	
              (a)

            	
              such
      receipt shall have been duly signed by the master or chief engineer on
      behalf of the vessel to which the Borrower has supplied such oil bunkers
      and/or lubricants (as relevant) as evidence of the relevant Customer's
      irrevocable payment obligations, free from any rights of set-off or other
      deduction;

            


    

     

    
      	
               
      

            	
              (b)

            	
              in
      the case of oil bunkering receipts or lubricant sales receipts issued by
      any parties other than the Borrower or its employees, such receipt
      shall:

            


    

     


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
              (i)

            	
              contain
      an express acknowledgement to the effect that the relevant third party has
      supplied the relevant Receivables to the Customer for and on behalf of the
      Borrower; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              set
      out the number of the relevant bunkering confirmation to which such
      receipt relates;

            


    

     

    
      	
               
      

            	
              (c)

            	
              in
      the case of oil bunkering receipts, such receipt shall be dated no more
      than 45 days before the relevant Issue Date and shall have a payment tenor
      of no more than 30 days;

            


    

     

    
      	
               
      

            	
              (d)

            	
              in
      the case of lubricant sales receipts, such receipt shall be dated no more
      than 60 days before the relevant Issue Date and shall have a payment tenor
      of no more than 60 days;

            


    

     

    
      	
               
      

            	
              2.4.4

            	
              for
      each copy of a receipt delivered under clause 2.4.3, a certificate duly
      signed by an officer of the Borrower, certifying that the copy of the
      relevant receipt is true and up to date;
and

            


    

     

    
      	
               
      

            	
              2.4.5

            	
              for
      each copy of a receipt delivered under clause 2.4.3, a carbon copy of the
      relevant invoice issued to the relevant Customer, complying with the
      following requirements:

            


    

     

    
      	
               
      

            	
              (a)

            	
              in
      the case of oil bunkering invoices, such invoice shall have a payment
      tenor of no more than 30 days as of the date of the relevant receipt;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              in
      the case of lubricant sales invoices, such invoice shall have a payment
      tenor of no more than 60 days as of the date of the relevant
      receipt.

            


    

     

    
      	
               
      

            	
              2.5

            	
              Reset
      Date

            


    

     

    Reset
Date shall be each date when the Borrower, after the Agent has served a notice
in accordance with clause 8.2.1 notifying it of a deficiency thereunder, submits
a Schedule of Receivables pursuant to clause 2.4 in order to remedy the relevant
deficiency notified by the Agent.

     

    
      	
               
      

            	
              2.6

            	
              Extension
      of Expiry Date

            


    

     

    The
Borrower may, by notice in writing to the Agent and the Issuing Bank signed by a
duly authorised signatory of the Borrower not later than 11.00 a.m. (Piraeus
time) five (5) Banking Days prior to the Expiry Date of a UC, request that the
Banks approve the extension of such Expiry Date.  Subject to
compliance with the following conditions:

     

    
      	
               
      

            	
              2.6.1

            	
              the
      extended Expiry Date shall be a date falling not later than the Final
      Maturity Date for the Guarantee
Facility;

            


    

     

    
      	
               
      

            	
              2.6.2

            	
              no
      Default has occurred and is continuing as at the date on which such
      extension is implemented;

            


    

     

    
      	
               
      

            	
              2.6.3

            	
              the
      representations and warranties in clause 7 and those (if any) in the
      Security Documents would be true and not misleading if repeated on the
      date of the request for extension;
and

            


    

     

    
      	
               
      

            	
              2.6.4

            	
              the
      Agent is satisfied that the test contained in clause 2.1.1(b) and in
      clause 8.2.1 would not then or in the future be breached by reason of the
      requested extension,

            


    

     

    the Banks
(acting through the Agent) shall agree to and implement such request by amending
and re-issuing the relevant L/C.

     

    
      	
               
      

            	
              2.7

            	
              Selection
      of Optional Currencies for L/Cs

            


    

     

    
      	
               
      

            	
              2.7.1

            	
              If
      a L/C is to be issued in an Optional Currency, the Borrower shall specify
      such Optional Currency in the relevant Issue Request submitted in
      accordance with clause 2.3.1.

            


    

     


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
              2.7.2

            	
              If
      the Borrower fails to specify an Optional Currency, it shall be deemed to
      have specified Dollars for the UC
concerned.

            


    

     

    
      	
               
      

            	
              2.8

            	
              Amount
      of Optional Currencies

            


    

     

    
      	
               
      

            	
              2.8.1

            	
              In
      this clause 2.8, the "Issuing Bank's spot rate of
      exchange" means the Issuing Bank's rate of exchange for the
      purchase in the London Foreign Exchange Market of the appropriate amount
      of the relevant Optional Currency with Dollars at or about 11.00 a.m. on,
      as the case may be, each Issue Date on which an Optional Currency UC is to
      be issued or on which a previously issued Optional Currency L/C remains
      outstanding, the Settlement Date of an Optional Currency L/C and each
      Reset Date or on any other date when compliance with clause 8.2.1 is
      tested by the Agent, as relevant (each an "L/C Valuation
      Date").

            


    

     

    
      	
               
      

            	
              2.8.2

            	
              On
      each UC Valuation Date the Agent shall
  determine:

            


    

     

    
      	
               
      

            	
              (a)

            	
              in
      the case of an Issue Date, the Outstanding Amount of each Optional
      Currency L/C then outstanding or to be issued on that L/C Valuation
      Date;

            


    

     

    
      	
               
      

            	
              (b)

            	
              in
      the case of a Settlement Date, the Outstanding Amount of each relevant
      Optional Currency L/C; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              in
      the case of a Reset Date or any other date when compliance with clause
      8.2.1 is tested by the Agent, the Outstanding Amount of each Optional
      Currency L/C then outstanding,

            


    

     

    by
converting the amount of such L/C in the Optional Currency into Dollars on the
basis of the Issuing Bank's spot rate of exchange.

     

    
      	
               
      

            	
              2.8.3

            	
              The
      Issuing Bank shall promptly notify the Agent and the Agent shall notify
      the Banks and the Borrower of the Issuing Bank's spot rate of exchange (as
      to which the Issuing Bank's determination shall, in the absence of
      manifest error, be conclusive on the Borrower and the other Creditors) and
      of the Outstanding Amounts hereunder as soon as they are
      ascertained.

            


    

     

    
      	
               
      

            	
              2.9

            	
              Reduction
      of UCs

            


    

     

    The
Outstanding Amount of a UC shall not be treated as reduced for the purposes of
this Agreement unless and until:

     

    
      	
               
      

            	
              2.9.1

            	
              the
      Issuing Bank has received a written confirmation from the Beneficiary of
      such L/C of the amount of such reduction;
or

            


    

     

    
      	
               
      

            	
              2.9.2

            	
              the
      Issuing Bank has notified the Agent and the Agent has notified the
      Borrower in writing that (notwithstanding the absence of a written
      confirmation from the Beneficiary of such UC) it is satisfied that its
      liability under the L/C has been irrevocably reduced or discharged;
      or

            


    

     

    
      	
               
      

            	
              2.9.3

            	
              the
      amount of the L/C irrevocably and unconditionally reduces in accordance
      with its terms; or

            


    

     

    
      	
               
      

            	
              2.9.4

            	
              the
      expiry date of the L/C elapses and the Issuing Bank has notified the Agent
      and the Agent has notified the Borrower in writing that it is satisfied
      that no claim or demand has been made, or may thereafter be made, under
      the L/C.

            


    

     

    If the
Outstanding Amount of a L/C has been reduced pursuant to this clause 2.9, the
Outstandings of each Bank shall be reduced by such Bank's Percentage of the
amount of the reduction of the UC.

     


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    


     

    
      	
              2.10

            	
              Settlement
      of L/Cs

            


    

     

    
      	
              2.10.1

            	
              The
      Issuing Bank shall, immediately after receiving a demand from, or after
      being notified by, a Beneficiary that it is required to make payment under
      a L/C, notify the Agent, and the Agent shall notify the Borrower and the
      Banks that such payment is due and of the Settlement Amount and the
      Settlement Date.

            


    

     

    
      	
              2.10.2

            	
              The
      Borrower shall immediately after notification from the Agent under clause
      2.10.1 reimburse the Settlement Amount to the Issuing Bank by payment
      forthwith to the Agent for the account of the Issuing Bank on the
      Settlement Date of the Settlement Amount in Dollars or, if the relevant
      L/C was issued in an Optional Currency, in such Optional
      Currency.

            


    

     

    
      	
              2.11

            	
              L/C
      payments

            


    

     

    The
Borrower:

     

    
      	
              2.11.1

            	
              irrevocably
      authorises the Issuing Bank to make any payment demanded from it pursuant
      to a UC if that demand is made in accordance with its
    terms;

            


    

     

    
      	
              2.11.2

            	
              accepts
      that any demand for payment made by the Beneficiary pursuant to a L/C and
      which is made in accordance with its terms shall be conclusive evidence
      that the Issuing Bank was liable to make payment under that L/C and any
      payment which the Issuing Bank makes pursuant to any such demand shall be
      accepted by the Borrower as binding upon the Borrower;
  and

            


    

     

    
      	
              2.11.3

            	
              acknowledges
      and agrees that the Issuing Bank shall not in any circumstances whatsoever
      be liable to the Borrower in respect of any loss or damage suffered by the
      Borrower by reason of the Issuing Bank making a payment to the Beneficiary
      in connection with any payment demanded under a
  L/C.

            


    

     

    
      	
              2.12

            	
              No
      impairment

            


    

     

    The
Borrower shall neither be discharged from any of its liabilities or obligations
under clauses 2.10.2 and 4.1 by, nor have any claim against any Creditor in
respect of:

     

    
      	
              2.12.1

            	
              any
      misrepresentation or non-disclosure in respect of the affairs or condition
      of a Creditor made to the Borrower by any person;
  or

            


    

     

    
      	
              2.12.2

            	
              a
      Beneficiary and/or any Creditor releasing or granting any time or any
      indulgence whatsoever or making any settlement, composition or arrangement
      with the Borrower, a Beneficiary, any other Security Party or any other
      person; or

            


    

     

    
      	
              2.12.3

            	
              a
      Beneficiary and/or any Creditor asserting or pursuing, failing or
      neglecting to assert or pursue, or delaying in asserting or pursuing, or
      waiving, any of their rights or remedies against the Borrower, a
      Beneficiary, any other Security Party or any other person;
    or

            


    

     

    
      	
              2.12.4

            	
              a
      Beneficiary and/or any Creditor and/or the Borrower, with the consent of
      the Borrower (or with or without the consent of the Borrower in the case
      of any variation agreed between a Beneficiary and the Borrower or the
      person whose obligations are guaranteed thereby), making, whether
      expressly or by conduct, any variation to any UC;
  or

            


    

     

    
      	
              2.12.5

            	
              a
      Beneficiary and/or any Creditor and/or the
  Borrower:

            


    

     

    
      	
               
      

            	
              (a)

            	
              taking,
      accepting, varying, dealing with, enforcing, abstaining from enforcing,
      surrendering or releasing any security in relation to a Beneficiary or any
      Creditor or the Borrower or any other person in such manner as it or they
      think fit; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              claiming,
      proving for, accepting or transferring any payment in respect of the
      obligations and liabilities of the Borrower and/or a Beneficiary relative
      to any UC or under this

            


    

     


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              Agreement
      in any composition by, or winding up of, the Borrower and/or any third
      party or abstaining from so claiming, proving, accepting or transferring;
      or

            


    

     

    
      	
              2.12.6

            	
              any
      assignment or transfer by a Beneficiary of, or any succession to, any of
      its rights relative to any UC.

            


    

     

    
      	
              2.13

            	
              Expiry
      Date after the Final Maturity Date

            


    

     

    Without
prejudice to the rights of the Issuing Bank under clauses 2.3.4 and 2.6, if the
Banks in their absolute and unfettered discretion, and following a relevant
request by the Borrower, agree that the Issuing Bank issues a L/C with an Expiry
Date falling later than the Final Maturity Date for the Guarantee Facility, or
agree to the extension of the Expiry Date of an existing L/C beyond the Final
Maturity Date for the Guarantee Facility, the Borrower undertakes with each
Creditor to place funds to the credit of the Cash Collateral Account in the
currency in which the relevant L/C is denominated and in such amount as
determined by the Agent (acting on the instructions of the Majority Banks in
their absolute discretion) (which, in any event, shall be no less than the
Outstanding Amount of the relevant L/C).

     

    
      	
              2.14

            	
              Payment
      by Banks

            


    

     

    If the
Borrower fails to make payment on due date in respect of a L/C in accordance
with clause 2.10.2 or clause 10.4.2, each Bank shall pay to the Agent for the
account of the Issuing Bank on demand an amount in the currency payable by the
Issuing Bank under such L/C equal to such Bank's Percentage of (a) the amount
paid by the Issuing Bank under such UC and any interest thereon calculated in
accordance with clause 3.1.2 less (b) any amount received by the Issuing Bank
from the Borrower in respect of such UC less (c) any amount standing to the
credit of the Cash Collateral Account in respect of the L/Cs.

     

    
      	
              2.15

            	
              Banks'
      authorisation to Issuing Bank

            


    

     

    The Banks
hereby authorise the Issuing Bank to issue L/Cs under this Agreement and agree
that the Issuing Bank may, with respect to any UC issued by it, make such
arrangements for advising or confirming the same and administer the same
(including amendments thereto within the terms of this clause 2) as the Issuing
Bank thinks fit.

     

    
      	
              2.16

            	
              Cancellation

            


    

     

    If by [15
October 2009] the conditions precedent referred to in clause 9.1 have not been
satisfied in full or otherwise waived in writing, or no Facility has been
utilised, then on such date the Facilities shall cease to be available and each
of the RCF Limit and the Guarantee Facility Limit shall be reduced to zero and
cancelled forthwith.

     

    
      	
               
      

            	
              3

            	
              Interest
      and Interest Periods

            


    

     

    
      	
               
      

            	
              3.1

            	
              Normal
      interest rate

            


    

     

    
      	
               
      

            	
              3.1.1

            	
              RC
      Facility

            


    

     

    The
Borrower shall pay interest on each Advance in respect of each Interest Period
relating thereto on each Interest Payment Date (or, in the case of Interest
Periods of more than three (3) months, by instalments, the first such instalment
payable three (3) months from the commencement of the Interest Period and the
subsequent instalments payable at intervals of three (3) months or, if shorter,
the period from the date of the preceding instalment until the Interest Payment
Date relative to such Interest Period) at the rate per annum determined by the
Agent to be the aggregate of (a) the Margin, (b) LIBOR for such Interest Period
and (c) the Mandatory Cost, if any.

     


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
              3.1.2

            	
              Guarantee
      Facility - interest before demand

            


    

     

    If the
Borrower shall be obliged to reimburse the Issuing Bank for a Settlement Amount
on the relevant Settlement Date pursuant to clause 2.10.2 but shall fail to do
so, it shall pay to the Agent for the account of the Issuing Bank interest on
that Settlement Amount from the relevant Settlement Date to the date the Issuing
Bank is reimbursed by the Borrower hereunder or the date on which the Agent
makes demand on the Banks pursuant to clause 2.14 (whichever shall be earlier)
at a rate per annum (as determined by the Agent) equal to the Issuing Bank's
cost of funding such amount (expressed as a percentage of such
amount).  If any amount remains unpaid after demand has been made on
the Banks, clause 3.4 shall apply.

     

    
      	
               
      

            	
              3.2

            	
              Selection
      of Interest Periods

            


    

     

    The
Borrower may by notice received by the Agent not later than 10:00 a.m. on the
third Banking Day before the beginning of each Interest Period specify whether
such Interest Period shall have a duration of one (1) week, two (2) weeks, three
(3) weeks, one (1) month, two (2) months or three (3) months (subject always to
availability in the London Interbank Market as determined by the Agent in its
absolute discretion), as the Borrower may select and the Agent (acting on the
instructions of all the Banks) may agree.

     

    
      	
               
      

            	
              3.3

            	
              Determination
      of Interest Periods

            


    

     

    Every
Interest Period shall be of the duration specified by the Borrower pursuant to
clause 3.2 but so that:

     

    
      	
               
      

            	
              3.3.1

            	
              the
      initial Interest Period in respect of each Advance shall commence on the
      date such Advance is made and each subsequent Interest Period for such
      Advance shall commence on the last day of the previous Interest Period for
      such Advance;

            


    

     

    
      	
               
      

            	
              3.3.2

            	
              if
      any Interest Period in respect of an Advance would otherwise overrun the
      Final Maturity Date for the RC Facility, such Interest Period shall end on
      the Final Maturity Date for the RC Facility;
and

            


    

     

    
      	
               
      

            	
              3.3.3

            	
              if
      the Borrower fails to specify the duration of an Interest Period in
      accordance with the provisions of clause 3.2 and this clause 3.3 such
      Interest Period shall have a duration of three (3) months or such other
      period as shall comply with this clause
3.3.

            


    

     

    
      	
               
      

            	
              3.4

            	
              Default
      interest

            


    

     

    If the
Borrower fails to pay any sum (including, without limitation, any sum payable
pursuant to this clause 3.4) on its due date for payment under any of the
Security Documents, the Borrower shall pay interest on such sum on demand from
the due date up to the date of actual payment (as well after as before judgment)
at a rate determined by the Agent pursuant to this clause 3.2.  The
period beginning on such due date and ending on such date of payment shall be
divided into successive periods of not more than six (6) months as selected by
the Agent, each of which (other than the first, which shall commence on such due
date) shall commence on the last day of the preceding such
period.  The rate of interest applicable to each such period shall be
the aggregate (as determined by the Agent) of (a) two per cent (2%) per annum,
(b) the Margin (but not in respect of sums due under the Guarantee Facility),
(c) LIBOR for such period or, for any amounts denominated in euros, EURIBOR for
such period and (d) the Mandatory Cost (if any) in respect of the Loan and the
RC Facility.  Such interest shall be due and payable on the last day
of each such period as determined by the Agent and each such day shall, for the
purposes of this Agreement, be treated as an Interest Payment Date and interest
shall be payable on such principal sum during such period at a rate of two per
cent (2%) above the rate applicable thereto immediately before it shall have
become so due and payable.  If, for the reasons specified in clause
3.6.1, the Agent is unable to determine a rate in accordance with the foregoing
provisions of this clause 3.2, each Bank shall promptly notify the Agent of the
cost of funds to such Bank and interest on any sum not paid on its due date for
payment shall be

     


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    calculated
for each Bank at a rate determined by the Agent to be two per cent (2%) per
annum above the aggregate of the Margin (but not in respect of sums due under
the Guarantee Facility) and the cost of funds to such Bank.

     

    
      	
               
      

            	
              3.5

            	
              Notification
      of Interest Periods and interest
rate

            


    

     

    The Agent
shall notify the Borrower, the Banks and the Issuing Bank promptly of the
duration of each Interest period and of each rate of interest (or, as the case
may be default interest) determined by it under this clause 3.

     

    
      	
               
      

            	
              3.6

            	
              Market
      disruption; non-availability

            


    

     

    
      	
               
      

            	
              3.6.1

            	
              If
      and whenever, at any time prior to the commencement of any Interest
      Period:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      Agent shall have determined (which determination shall, in the absence of
      manifest error, be conclusive) that adequate and fair means do not exist
      for ascertaining LIBOR or (as the case may be) EURIBOR during such
      Interest Period; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              where
      applicable, the Reference Bank does not supply the Agent with a quotation
      for the purpose of calculating LIBOR or (as the case may be) EURIBOR;
      or

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Agent shall have received notification from one or more Banks, that
      deposits in Dollars are not available to such Bank or Banks in the London
      Interbank Market in the ordinary course of business in sufficient amounts
      to fund the Loan or their Contributions for such Interest Period or that
      LIBOR does not accurately reflect the cost to such Bank or Banks of
      obtaining such deposits,

            


    

     

    the Agent
shall forthwith give notice (a "Determination Notice") thereof
to the Borrower, the Issuing Bank and to each of the Banks.  A
Determination Notice shall contain particulars of the relevant circumstances
giving rise to its issue.  After the giving of any Determination
Notice the undrawn amount of the Total Commitment shall not be borrowed and no
further UC shall be issued, until notice to the contrary is given to the
Borrower and the other Creditors by the Agent.

     

    
      	
               
      

            	
              3.6.2

            	
              During
      the period of ten (10) days after any Determination Notice has been given
      by the Agent under clause 3.6.1, each Bank shall certify an
      alternative basis (the "Alternative Basis") for
      funding its Commitment or maintaining its Contribution.  The
      Alternative Basis may at the Bank's sole and unfettered discretion
      (without limitation) include alternative interest periods, alternative
      currencies or alternative rates of interest but shall include a margin
      above the cost of funds to such Bank equivalent to the
      Margin.  The Agent shall calculate the arithmetic mean of the
      Alternative Bases provided by the relevant Banks (the "Substitute Basis") and
      certify the same to the Borrower and the Banks.  The Substitute
      Basis so certified shall be binding upon the Borrower and shall take
      effect in accordance with its terms from the date specified in the
      Determination Notice until such time as the Agent notifies the Borrower
      that none of the circumstances specified in clause 3.6.1 continues to
      exist whereupon the normal interest rate fixing provisions of this
      Agreement shall apply.

            


    

     

    
      	
               
      

            	
              4

            	
              Indemnities;
      repayments; cancellations;
prepayments

            


    

     

    
      	
               
      

            	
              4.1

            	
              Borrower's
      indemnity

            


    

     

    
      	
               
      

            	
              4.1.1

            	
              The
      Borrower undertakes:

            


    

     

    
      	
               
      

            	
              (a)

            	
              to
      pay to the Agent (for the account of the Issuing Bank) upon demand by the
      Agent an amount equal to each amount and in the same currency as demanded
      from or paid by the Issuing Bank under any L/C and not otherwise fully
      paid or repaid by the Borrower under this
  Agreement;

            


    

     


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
              (b)

            	
              to
      pay to the Agent (for the account of the Banks rateably in accordance with
      their respective Percentages) upon demand by the Agent an amount equal to
      each amount paid by the Banks under any of clauses 2.14 and 4.2.1;
      and

            


    

     

    
      	
               
      

            	
              (c)

            	
              to
      indemnify the Issuing Bank and the Banks and each of them severally on
      demand against all actions, claims, demands, liabilities, costs, losses,
      damages and expenses of whatsoever nature and howsoever incurred or any
      penalty or other expenditure which may result or which the Issuing Bank or
      any Bank may incur, suffer or sustain in connection with or arising in any
      way whatsoever out of this Agreement or the issuing of the
      L/Cs.

            


    

     

    
      	
               
      

            	
              4.1.2

            	
              The
      Issuing Bank and each Bank shall be entitled to pay immediately any amount
      for which a demand or request has been made at any time under any L/C
      without any reference to or further authority from the Borrower and
      neither the Agent, the Issuing Bank nor any Bank shall be under any duty
      to investigate or enquire whether any claim or demand on the Issuing Bank
      or any Bank shall have been properly made notwithstanding that the
      Borrower may dispute the validity of such claim or demand.  The
      liabilities of the Borrower under this Agreement shall be in no way
      prejudiced, affected or diminished by the fact that the Issuing Bank or
      any Bank was or might have been justified in refusing payment of any
      amount claimed or demanded.

            


    

     

    
      	
               
      

            	
              4.2

            	
              Banks'
      indemnities

            


    

     

    
      	
               
      

            	
              4.2.1

            	
              Each
      Bank severally undertakes that it will upon demand by the Agent indemnify
      the Issuing Bank in an amount equal to such Bank's Percentage of any
      amount payable by the Borrower to or for the account of the Issuing Bank
      pursuant to this Agreement but unpaid (save that in respect of any such
      amount which is described in clause 2.14, the indemnity of that clause
      2.14 prevails over the indemnity of this clause 4.2.1).  Each
      Bank undertakes to pay to the Agent (for the account of the Issuing Bank)
      interest upon any amounts payable by such Bank pursuant to this clause
      4.2.1 from the date of demand in relation to any sum demanded of such Bank
      pursuant to this clause 4.2.1 to the date of actual payment by such Bank
      at a rate equal to the Issuing Bank's cost of funding such amount
      (expressed as a percentage of such amount).  Such interest shall
      be payable from time to time on demand by the
  Agent.

            


    

     

    
      	
               
      

            	
              4.2.2

            	
              The
      Issuing Bank shall be entitled to pay immediately any amount for which a
      demand or request has been made at any time under any UC, without any
      reference to or further authority from the Banks and, subject as provided
      in clause 4.2.3, the Issuing Bank shall not be under any duty to
      investigate or enquire whether any claim or demand on the Issuing Bank
      shall have been properly made notwithstanding that a Bank may dispute the
      validity of such claim or demand.  Subject as provided in clause
      4.2.3, the liabilities of each Bank under this Agreement shall be in no
      way prejudiced, affected or diminished by the fact that the Issuing Bank
      was or might have been justified in refusing payment of any amount claimed
      or demanded.

            


    

     

    
      	
               
      

            	
              4.2.3

            	
              The
      Banks shall not be liable to indemnify the Issuing Bank in respect of any
      losses, damages, costs or expenses suffered or incurred by the Issuing
      Bank by reason of the Issuing Bank failing to examine documents presented
      under a L/C with reasonable care to ascertain that they appear on their
      face to be in accordance with the terms and conditions of such
      L/C.

            


    

     

    
      	
               
      

            	
              4.2.4

            	
              If
      any Bank fails to make any payment to the Agent for the account of the
      Issuing Bank pursuant to clause 2.14 or this clause 4.2 on the due date
      (for the purposes of this clause 4.2.4, any such unpaid amount, an "overdue amount") then
      until such Bank's failure has been remedied in full, the Issuing Bank
      shall be entitled to (a) in respect of any overdue amount, the benefit of
      such Bank's share of the Borrower's indemnity under clause 4.1 and the
      benefit of all security then existing or thereafter created to secure the
      obligations of the Borrower under this Agreement to which such Bank would
      have been entitled had it performed its obligations in full as aforesaid,
      (b) such Bank's rights to letter of credit commissions under this
      Agreement in respect of the L/C in respect of which it has failed to
      perform its obligations and (c) such Bank's Percentage as corresponds to
      each overdue amount
      for the purpose of determining the Majority Banks.  The rights
      conferred upon the Issuing Bank by this clause 4.2.4 shall be in addition
      and without prejudice to its other rights against such Bank under this
      clause 4.2.

            


    

     


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


     

    
      	
               
      

            	
              4.3

            	
              Repayment
      and voluntary prepayments of RC
Facility

            


    

     

    
      	
               
      

            	
              4.3.1

            	
              Repayment

            


    

     

    The
Borrower shall repay each Advance of the RC Facility in full on the Final
Maturity Date for the RC Facility.

     

    
      	
               
      

            	
              4.3.2

            	
              Extension
      of Final Maturity Date

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Banks (acting unanimously) shall be entitled, in their absolute and
      unfettered discretion, to extend the Final Maturity Date for a Facility
      for such period as the Borrower may request and the Banks may agree in
      their absolute and unfettered discretion, provided that the Borrower has
      sent to the Agent a request in writing to that effect not later than 1
      July 2010.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Agent will notify the Banks of the contents of any such request as soon as
      practicable after receipt thereof but any Bank shall be entitled to
      decline such request in its absolute and unfettered
      discretion.  If the Banks acting unanimously agree to extend the
      then current Final Maturity Date for a Facility, the Agent will notify the
      Borrower in writing (each such notice, an "Extension Notice") of
      the Banks' agreement to extend and of the new Final Maturity Date for that
      Facility, not later than seven (7) days prior to the then current Final
      Maturity Date for that Facility.  If the Agent has not sent an
      Extension Notice to the Borrower by such time, it shall be deemed that the
      Banks have declined the Borrower's request for an
    extension.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Borrower shall procure that it and the other Security Parties shall, at
      the Borrower's own cost and expense, enter into and deliver to the Agent
      such documentation as the Agent may require in its absolute discretion in
      relation to any such extension of the Final Maturity Date for any Facility
      (including, without limitation, an amendment to this Agreement and
      documents and evidence of the type referred to in schedule 2 in connection
      with any such amendments).

            


    

     

    
      	
               
      

            	
              (d)

            	
              If
      and when the Final Maturity Date for a Facility is extended in accordance
      with this clause 4.3.2, the Banks shall have the right each time on the
      expiration of the then current Final Maturity Date for a Facility to
      extend the then current Final Maturity Date for that Facility for such
      further period as the Borrower may request and the Banks acting
      unanimously may agree in their absolute and unfettered discretion and, in
      each such case, the provisions of this clause 4.3.2 shall apply to each
      such option to extend mutatis
      mutandis.

            


    

     

    
      	
               
      

            	
              4.3.3

            	
              Voluntary
      prepayments

            


    

     

    The
Borrower may prepay an Advance of the RC Facility in whole or part (such part
being in an amount of [Five million Dollars ($5,000,000)] or any larger sum
which is an integral multiple of [Five million Dollars ($5,000,000))] on any
Interest Payment Date relating to the part of the Advance to be prepaid without
premium or penalty but subject always to their obligations under clause
4.4.

     

    
      	
               
      

            	
              4.4

            	
              Amounts
      payable on prepayment

            


    

     

    Any
prepayment of all or part of the Loan under this Agreement shall be made
together with:

     

    
      	
               
      

            	
              4.4.1

            	
              accrued
      interest on the amount to be prepaid to the date of such
      prepayment;

            


    

     

    
      	
               
      

            	
              4.4.2

            	
              any
      additional amount payable under clauses 6.6 or 12.2;
  and

            


    

     


    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
              4.4.3

            	
              all
      other sums payable by the Borrower to the Creditors under this Agreement
      or any of the other Security Documents including, without limitation, any
      accrued commissions payable under clause 5.1 and any amounts payable under
      clause 11.

            


    

     

    
      	
               
      

            	
              4.5

            	
              Notice
      of prepayment; re-borrowing

            


    

     

    
      	
               
      

            	
              4.5.1

            	
              No
      prepayment may be effected under clause 4.3.3 unless the Borrower shall
      have given the Agent at least two (2) Banking Days' notice of its
      intention to make such prepayment.

            


    

     

    
      	
               
      

            	
              4.5.2

            	
              Every
      notice of prepayment given under clause 4.3.3 shall be effective only on
      actual receipt by the Agent, shall be irrevocable, shall specify the
      Advance and the amount thereof to be prepaid and shall oblige the Borrower
      to make such prepayment on the date
specified.

            


    

     

    
      	
               
      

            	
              4.5.3

            	
              Any
      amount to be prepaid pursuant to clause 4.3.3 in respect of a RC Facility
      shall be applied in prepayment of such Advance or Advances of the RC
      Facility, and in such manner as between them, as specified by the
      Borrower.

            


    

     

    
      	
               
      

            	
              4.5.4

            	
              Any
      part of the Loan to be prepaid pursuant to clause 8.2.1(a) shall be
      applied in such manner as the Agent may notify the Borrower that the
      Majority Banks require in their absolute
  discretion.

            


    

     

    
      	
               
      

            	
              4.5.5

            	
              Any
      reduction of the RCF Limit pursuant to this Agreement, shall reduce the
      Commitments of all Banks pro rata.

            


    

     

    
      	
               
      

            	
              4.5.6

            	
              Unless
      and to the extent that the RCF Limit has been reduced on or prior to the
      date of any such prepayment and subject to the other terms of this
      Agreement, amounts of the RC Facility or part thereof prepaid under this
      Agreement may be re-borrowed.

            


    

     

    
      	
               
      

            	
              4.5.7

            	
              The
      Borrower may not prepay the Loan or any part thereof save as expressly
      provided in this Agreement.

            


    

     

    
      	
               
      

            	
              5

            	
              Fees,
      commissions and expenses

            


    

     

    
      	
               
      

            	
              5.1

            	
              Fees

            


    

     

    The
Borrower shall pay to the Agent:

     

    
      	
               
      

            	
              5.1.1

            	
              for
      the account of the Arranger, on the date of this Agreement, an arrangement
      fee in the amount of $85,000;

            


    

     

    
      	
               
      

            	
              5.1.2

            	
              for
      the account of the Banks pro rata in accordance with their Percentages, on
      each of the dates falling at three (3) monthly intervals after the date of
      this Agreement until the last day of the Availability Period, and on such
      day, commitment commission computed from the date of this Agreement (in
      the case of the first payment of commission) and from the due date of the
      preceding payment of commission (in the case of each subsequent payment)
      at the rate of zero point four five per cent (0.45%) per annum on the
      daily undrawn and available amount of the RCF
  Limit;

            


    

     

    
      	
               
      

            	
              5.1.3

            	
              for
      the account of the Banks pro rata in accordance with their Percentages, in
      respect of each UC, on the last day of each calendar month up to the
      Expiry Date of such L/C and on the Expiry Date of such L/C, letter of
      credit commission on the daily Outstanding Amount of such UC, computed in
      respect of that UC from its Issue Date (in the case of the first payment
      of commission) and from the due date of the preceding payment of
      commission (in the case of each subsequent payment) at the following
      respective rates in respect of each type of
L/C:

            


    

     

    
      	
               
      

            	
              (a)

            	
              in
      respect of Documentary L/Cs, zero point five zero per cent (0.50%) per
      annum;

            


    

     


    
      
         


      

      
        24

        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
              (b)

            	
              in
      respect of Transaction Related Standby L/Cs, one point five zero per cent
      (1.50%) per annum; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              in
      respect of Direct Credit Substitutes, two point five zero per cent (2.50%)
      per annum; and

            


    

     

    
      	
               
      

            	
              5.1.4

            	
              for
      the account of the Issuing Bank:

            


    

     

    
      	
               
      

            	
              (a)

            	
              on
      the Issue Date for a L/C, a processing fee of $500 in respect of each L/C
      so issued on such date; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              on
      the date of amendment of a L/C, an amendment fee of $250 in respect of
      each such amendment of each L/C.

            


    

     

    The fees
and the commissions referred to in this clause 5.1 shall be payable by the
Borrower whether or not any drawing is ever made under the RC Facility or,
except in the case of clauses 5.1.3 and 5.1.4, any L/C is ever
issued.  All monies payable pursuant to this clause are
nonrefundable.

     

    
      	
               
      

            	
              5.2

            	
              Expenses

            


    

     

    The
Borrower shall pay to the Agent on a full indemnity basis on demand all expenses
(including legal, printing and out-of-pocket expenses) incurred by any
Creditor:

     

    
      	
               
      

            	
              5.2.1

            	
              in
      connection with the negotiation, preparation, execution and, where
      relevant, registration of the Security Documents and of any amendment or
      extension of or the granting of any waiver or consent under, any of the
      Security Documents; and

            


    

     

    
      	
               
      

            	
              5.2.2

            	
              in
      contemplation of, or otherwise in connection with, the enforcement of, or
      preservation of any rights under, any of the Security Documents, or
      otherwise in respect of the moneys owing under any of the Security
      Documents

            


    

     

    together
with interest at the rate referred to in clause 3.2 from the date on which such
expenses were incurred, in each case to the date of payment (as well after as
before judgment).

     

    
      	
               
      

            	
              5.3

            	
              Value
      added tax

            


    

     

    All fees,
commissions and expenses payable pursuant to this clause 5 shall be paid
together with value added tax or any similar tax (if any) properly chargeable
thereon.  Any value added tax chargeable in respect of any services
supplied by any of the Creditors under this Agreement shall, on delivery of the
value added tax invoice, be paid in addition to any sum agreed to be paid
hereunder.

     

    
      	
               
      

            	
              5.4

            	
              Stamp
      and other duties

            


    

     

    The
Borrower shall pay all stamp, documentary, registration or other like duties or
taxes (including any duties or taxes payable by any of the Creditors) imposed on
or in connection with any of the Security Documents, the Facilities, the L/Cs or
any amount owing pursuant to clauses 2.10.2 or 4.1.1 and shall indemnify the
Creditors against any liability arising by reason of any delay or omission by
the Borrower to pay such duties or taxes.

     

    
      	
               
      

            	
              6

            	
              Payments
      and taxes; accounts and
calculations

            


    

     

    
      	
               
      

            	
              6.1

            	
              No
      set-off or counterclaim

            


    

     

    The
Borrower acknowledges that in performing their obligations under this Agreement
the Banks will be incurring liabilities to third parties in relation to the
funding of amounts to the Borrower, such liabilities matching the liabilities of
the Borrower to the Banks and that it is reasonable for the Banks to be entitled
to receive payments from the Borrower gross on the due

     


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


    date in
order that the Banks are put in a position to perform their matching obligations
to the relevant third parties. All payments to be made by the Borrower under any
of the Security Documents shall be made in full, without any set-off or
counterclaim whatsoever and, subject as provided in clause 6.6, free and clear
of any deductions or withholdings, in Dollars or the relevant Optional Currency
in which they are denominated (except for changes or expenses which shall be
paid in the currency in which they are incurred) on the due date (for value on
the day on which payment is due) and shall be made to the account of the Agent
as follows:

     

    
      	
               
      

            	
              6.1.1

            	
              if
      in Dollars:

            


    

     

    
      	
               
      

            	
              (a)

            	
              by
      not later than 09.00 a.m. (New York time) on the due
  date;

            


    

     

    
      	
               
      

            	
              (b)

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

            


    

     

    
      	
               
      

            	
              (c)

            	
              to
      the account of such bank in such place in the country of that currency as
      the Agent may from time to time notify to the
  Borrower;

            


    

     

    
      	
               
      

            	
              6.1.2

            	
              if
      in an Optional Currency (other than euros and
  Sterling):

            


    

     

    
      	
               
      

            	
              (a)

            	
              by
      not later than 11.00 a.m. local time in the place for payment (or such
      other time as may be required law or practice for the settlement of
      foreign exchange transactions in the place of payment) on the due date;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              in
      lawful money of the country of that currency which is freely transferable
      and convertible into Dollars and in immediately available funds to the
      account of such bank in such place in the country of that currency as the
      Agent shall from time to time notify to the
  Borrower;

            


    

     

    
      	
               
      

            	
              6.1.3

            	
              if
      in Sterling:

            


    

     

    
      	
               
      

            	
              (a)

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

            


    

     

    
      	
               
      

            	
              (b)

            	
              in
      immediately available funds; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              to
      such account of the Agent with such bank as the Agent shall from time to
      time notify to the Borrower; and

            


    

     

    
      	
               
      

            	
              6.1.4

            	
              if
      in euros:

            


    

     

    
      	
               
      

            	
              (a)

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

            


    

     

    
      	
               
      

            	
              (b)

            	
              in
      immediately available funds; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              to
      such account of the Agent with such bank as the Agent shall from time to
      time notify to the Borrower.

            


    

     

    Save as
otherwise provided in this Agreement or any relevant Security Documents, such
payments shall be for the account of all the Banks and the Agent shall forthwith
distribute such payments in like funds as are received by the Agent to the Banks
rateably in accordance with their respective Percentage.

     


    
      
         


      

      
        26

        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
              6.2

            	
              Payment
      by the Banks

            


    

     

    
      	
               
      

            	
              6.2.1

            	
              All
      sums to be advanced by the Banks to the Borrower under the RC Facility
      under this Agreement shall be remitted in Dollars on the Drawdown Date for
      the relevant Advance to the account of the Agent at such bank as the Agent
      may have notified to the Banks and shall be paid by the Agent on such date
      in like funds as are received by the Agent to the account specified in the
      Drawdown Notice for such Advance.

            


    

     

    
      	
               
      

            	
              6.2.2

            	
              All
      payments to be made by a Bank to or for the account of the Issuing Bank or
      the Agent under this Agreement shall be made in full, without any set-off
      or counterclaim whatsoever and, subject as provided in clause 6.6.2, free
      and clear of any deductions or withholdings, in Dollars (if the relevant
      payment is due in Dollars) or in the relevant Optional Currency (if the
      relevant payment is due in an Optional Currency) on the due date to the
      account of the Agent at such bank as the Agent may from time to time
      specify for this purpose and, in the case of payments for the account of
      the Issuing Bank, shall be paid by the Agent on such date in like funds as
      are received by the Agent to the Issuing
Bank.

            


    

     

    
      	
               
      

            	
              6.3

            	
              Non-Banking
      Days

            


    

     

    When any
payment under any of the Security Documents would otherwise be due on a day
which is not a Banking Day, the due date for payment shall be extended to the
next following Banking Day unless such Banking Day falls in the next calendar
month in which case payment shall be made on the immediately preceding Banking
Day.

     

    
      	
               
      

            	
              6.4

            	
              Calculations

            


    

     

    All
interest and other payments of an annual nature under any of the Security
Documents shall accrue from day to day and be calculated on the basis of actual
days elapsed and:

     

    
      	
               
      

            	
              (a)

            	
              in
      the case of payments denominated in Dollars or an Optional Currency other
      than Sterling, on the basis of a three hundred and sixty (360) day year;
      or

            


    

     

    
      	
               
      

            	
              (b)

            	
              in
      the case of payments denominated in Sterling, on the basis of a three
      hundred and sixty five (365) day
year.

            


    

     

    
      	
               
      

            	
              6.5

            	
              Certificates
      conclusive

            


    

     

    Any
certificate or determination of the Agent or the Issuing Bank as to any rate of
interest or any other amount pursuant to and for the purposes of any of the
Security Documents shall, in the absence of manifest error, be conclusive and
binding on the Borrower.

     

    
      	
               
      

            	
              6.6

            	
              Grossing-up
      for Taxes

            


    

     

    
      	
               
      

            	
              6.6.1

            	
              If
      at any time the Borrower is required to make any deduction or withholding
      in respect of Taxes from any payment due under any of the Security
      Documents for the account of any Creditor or if the Agent or the Security
      Agent is required to make any deduction or withholding from a payment to
      another Creditor or withholding in respect of Taxes from any payment due
      under any of the Security Documents, the sum due from the Borrower in
      respect of such payment shall be increased to the extent necessary to
      ensure that, after the making of such deduction or withholding, the
      relevant Creditor receives on the due date for such payment (and retains,
      free from any liability in respect of such deduction or withholding), a
      net sum equal to the sum which it would have received had no such
      deduction or withholding been required to be made and the Borrower shall
      indemnify each Creditor against any losses or costs incurred by it by
      reason of any failure of the Borrower to make any such deduction or
      withholding or by reason of any increased payment not being made on the
      due date for such payment.  The Borrower shall promptly deliver
      to the Agent any receipts, certificates or other proof evidencing the
      amounts (if any) paid or payable in respect of any deduction or
      withholding as aforesaid.

            


    

     


    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
              6.6.2

            	
              If
      at any time any Bank is required to make any deduction or withholding in
      respect of Taxes from any payment due under this Agreement for the account
      of the Agent or the Issuing Bank, the sum due from such Bank in respect of
      such payment shall be increased to the extent necessary to ensure that,
      after the making of such deduction or withholding, the Agent or the
      Issuing Bank (as the case may be) receives on the due date for such
      payment (and retains free from any liability in respect of such deduction
      or withholding) a net sum equal to the sum which it would have received
      had no such deduction or withholding been required to be made and each
      Bank shall indemnify the Agent or the Issuing Bank against any losses or
      costs incurred by either of them by reason of any failure of such Bank to
      make any such deduction or withholding or by reason of any increased
      payment not being made on the due date for such
  payment.

            


    

     

    
      	
               
      

            	
              6.7

            	
              Loan
      account

            


    

     

    Each of
the Banks and the Issuing Bank shall maintain, in accordance with its usual
practice, an account or accounts evidencing the amounts from time to time lent
by, owing to and paid to it under the Security Documents.  Each of the
Agent and the Security Agent shall maintain a control account, showing the Loan,
any amounts owing under clauses 2.10.2 or 4.1.1, the Outstandings of all the
Banks and other sums owing to the Banks and the Issuing Bank under the Security
Documents and all payments in respect thereof made from time to time. Each such
control account shall, in the absence of manifest error, be conclusive as to the
amount from time to time owing by the Borrower under the Security
Documents.

     

    
      	
               
      

            	
              6.8

            	
              Agent
      may assume receipt

            


    

     

    Where any
sum is to be paid under any of the Security Documents to the Agent or, as the
case may be, the Security Agent for the account of another person, the Agent or,
as the case may be, the Security Agent may assume that the payment will be made
when due and the Agent or, as the case may be, the Security Agent may (but shall
not be obliged to) make such sum available to the person so
entitled.  If it proves to be the case that such payment was not made
to the Agent or, as the case may be, the Security Agent, then the person to whom
such sum was so made available shall on request refund such sum to the Agent or,
as the case may be, the Security Agent together with interest thereon sufficient
to compensate the Agent or, as the case may be, the Security Agent for the cost
of making available such sum up to the date of such repayment and the person by
whom such sum was payable shall indemnify the Agent or, as the case may be, the
Security Agent for any and all loss or expense which the Agent or, as the case
may be, the Security Agent may sustain or incur as a consequence of such sum not
having been paid on its due date.

     

    
      	
               
      

            	
              6.9

            	
              Partial
      payments

            


    

     

    If, on
any date on which a payment is due to be made by the Borrower under any of the
Security Documents, the amount received by the Agent from the Borrower falls
short of the total amount of the payment due to be made by the Borrower on such
date then, without prejudice to any rights or remedies available to the
Creditors or any of them under any of the Security Documents, then the Agent
shall apply the amount actually received from the Borrower in or towards
discharge of the obligations of the Borrower under the Security Documents in the
following order, notwithstanding any appropriation made, or purported to be
made, by the Borrower:

     

    
      	
               
      

            	
              6.9.1

            	
              firstly,
      in or towards payment, on a pro rata basis, of any unpaid costs and
      expenses of the Creditors or any of them under any of the Security
      Documents;

            


    

     

    
      	
               
      

            	
              6.9.2

            	
              secondly,
      in or towards payment, on a pro rata basis, of any fees payable to the
      Arranger, the Agent, the Issuing Bank or any other Creditor under, or in
      relation to, the Security Documents which remain
  unpaid;

            


    

     

    
      	
               
      

            	
              6.9.3

            	
              thirdly,
      in or towards payment to the Banks, on a pro rata basis, of any accrued
      commissions payable under clause 5.1 which shall have become due but
      remain unpaid;

            


    

     


    
      
         


      

      
        28

        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
              6.9.4

            	
              fourthly,
      in or towards payment to the Banks and the Issuing Bank, on a pro rata
      basis, of any accrued interest which shall have become due under any of
      the Security Documents but remains
unpaid;

            


    

     

    
      	
               
      

            	
              6.9.5

            	
              fifthly,
      in or towards payment to the Banks and the Issuing Bank, on a pro rata
      basis, of any amounts of principal in respect of the Loan or owing under
      clauses 2.10.2 or 4.1.1, which shall have become due but remains
      unpaid;

            


    

     

    
      	
               
      

            	
              6.9.6

            	
              sixthly,
      in or towards payment to any Bank for any loss suffered by reason of any
      payment in respect of principal not being effected on an Interest Payment
      Date relating to the part of principal so repaid and which amounts are so
      payable under this Agreement; and

            


    

     

    
      	
               
      

            	
              6.9.7

            	
              seventhly,
      in or towards payment to the relevant person of any other sum which shall
      have become due under any of the Security Documents but remains unpaid
      (and, if more than one such sum so remains unpaid, on a pro rata
      basis).

            


    

     

    
      	
               
      

            	
               

            	
              
                The
      order of application set out in clauses 6.9.3 to 6.9.7 may be varied by
      the Agent if all the Banks so direct without any reference to, or consent
      or approval from the
Borrower.

              

            


    

     

     

    
      	
              6.10

            	
              Types
      of L/C

            


    

     

    For all
purposes of this Agreement, the Issuing Bank shall determine (which
determination shall be conclusive and binding on the Borrower and the other
Creditors) whether a UC is to be classified as a Documentary UC, a Transaction
Related Standby L/C or a Direct Credit Substitute.

     

    
      	
              7

            	
              Representations
      and warranties

            


    

     

    
      	
               
      

            	
              7.1

            	
              Continuing
      representations and warranties

            


    

     

      
The Borrower represents and warrants to each Creditor that:

     

    
      	
               
      

            	
              7.1.1

            	
              Due
      incorporation

            


    

     

    the
Borrower and each of the other Security Parties are duly incorporated and
validly existing in good standing under the laws of their respective countries
of incorporation as corporations and have power to carry on their respective
businesses as they are now being conducted and to own their respective property
and other assets;

     

    
      	
               
      

            	
              7.1.2

            	
              Corporate
      power

            


    

     

    the
Borrower has power to execute, deliver and perform its obligations under the
Security Documents to which it is or is to be a party and to borrow the Loan and
any other borrowings and liabilities under this Agreement, and each of the other
Security Parties has power to execute and deliver and perform its obligations
under the Security Documents to which it is or is to be a party; all necessary
corporate, shareholder and other action has been taken to authorise the
execution, delivery and performance of the same and no limitation on the powers
of the Borrower to borrow will be exceeded as a result of borrowing the Loan or
any other borrowings and liabilities under this Agreement or any other
transaction contemplated by this Agreement or the other Security
Documents;

     

    
      	
               
      

            	
              7.1.3

            	
              Binding
      obligations

            


    

     

    the
Security Documents constitute or will, when executed, constitute valid and
legally binding obligations of the relevant Security Parties enforceable in
accordance with their respective terms;

     


    
      
         


      

      
        29

        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
              7.1.4

            	
              No
      conflict with other obligations

            


    

     

    the
execution and delivery of, the performance of their obligations under, and
compliance with the provisions of, the Security Documents by the relevant
Security Parties, will not (a) contravene any existing applicable law, statute,
rule or regulation or any judgment, decree or permit to which the Borrower or
any other Security Party is subject, (b) conflict with, or result in any breach
of any of the terms of, or constitute a default under, any agreement or other
instrument to which the Borrower or any other Security Party is a party or is
subject or by which it or any of its property is bound, (c) contravene or
conflict with any provision of the constitutional documents of the Borrower or
any other Security Party or (d) result in the creation or imposition of or
oblige the Borrower or any other Security Party to create any Encumbrance (other
than a Permitted Encumbrance) on any of the undertakings, assets, rights or
revenues of the Borrower or any other Security Party;

     

    
      	
               
      

            	
              7.1.5

            	
              No
      litigation

            


    

     

    no
litigation, arbitration or administrative proceeding is taking place, pending
or, to the knowledge of any of the officers of the Borrower, threatened against
the Borrower or any other Security Party which could have a material adverse
effect on the business, assets or financial condition of the Borrower or any
other Security Party or any other member of the Group or the Group as a
whole;

     

    
      	
               
      

            	
              7.1.6

            	
              No
      filings required

            


    

     

    it is not
necessary to ensure the legality, validity, enforceability or admissibility in
evidence of any of the Security Documents that they or any other instrument be
notarised, filed, recorded, registered or enrolled in any court, public office
or elsewhere in any Relevant Jurisdiction or that any stamp, registration or
similar tax or charge be paid in any Relevant Jurisdiction on or in relation to
the Security Documents and each of the Security Documents is in proper form for
its enforcement in the courts of each Relevant Jurisdiction;

     

    
      	
               
      

            	
              7.1.7

            	
              Choice
      of law

            


    

     

    the
choice of English law to govern the Security Documents, and the submissions by
the Security Parties to the non-exclusive jurisdiction of the English courts,
are valid and binding;

     

    
      	
               
      

            	
              7.1.8

            	
              No
      immunity

            


    

     

    neither
the Borrower nor any other Security Party nor any of their respective assets is
entitled to immunity on the grounds of sovereignty or otherwise from any legal
action or proceeding (which shall include, without limitation, suit, attachment
prior to judgement, execution or other enforcement);

     

    
      	
               
      

            	
              7.1.9

            	
              Consents
      obtained

            


    

     

    every
consent, authorisation, licence or approval of, or registration with or
declaration to, governmental or public bodies or authorities or courts required
by any Security Party to authorise, or required by any Security Party in
connection with, the execution, delivery, validity, enforceability or
admissibility in evidence of each of the Security Documents or the performance
by each Security Party of its obligations under the Security Documents has been
obtained or made and is in full force and effect and there has been no default
in the observance of any of the conditions or restrictions (if any) imposed in,
or in connection with, any of the same; and

     

    
      	
              7.1.10

            	
              Shareholdings

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      Borrower is a wholly-owned direct Subsidiary of the Corporate Guarantor;
      and

            


    

     


    
      
         


      

      
        30

        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
              (b)

            	
              no
      less than 26% of the total issued voting share capital of the Corporate
      Guarantor is ultimately beneficially owned by Mr Dimitrios Melisanidis;
      and

            


    

     

    
      	
               
      

            	
              (c)

            	
              no
      person or persons acting in concert (other than Mr Dimitrios Melisanidis)
      are the ultimate beneficial owners of more than 50% (or of any other
      percentage higher than that owned by Mr Dimitrios Melisanidis), of the
      total issued voting share capital of the Corporate Guarantor or have the
      control of the Corporate Guarantor or of its board of directors (and
      "control" shall
      have the meaning given to it in the definition of "Subsidiary" in clause
      1.2);

            


    

     

    
      	
              7.1.11

            	
              Financial
      statements correct and complete

            


    

     

    the
unaudited consolidated financial statements of the Group in respect of the
financial half-year ended on 30 June 2009 as delivered to the Agent have been
prepared in accordance with the Applicable Accounting Principles and present
fairly and accurately the consolidated financial position of the Group as at
such date and the consolidated results of the operations of the Group for the
financial year ended on such date and, as at such date neither the Group nor any
member thereof had any significant liabilities (contingent or otherwise) or any
unrealised or anticipated losses which are not disclosed by, or reserved against
or provided for in, such financial statements;

     

    
      	
              7.1.12

            	
              Borrowing
      Base Report

            


    

     

    the data,
values, statements, facts and other information contained in each Borrowing Base
Report are true and accurate in all material respects and not misleading, do not
omit material facts or other information and all reasonable enquiries have been
made to verify the data, values, facts, statements and other information
contained therein; there are no other data, information or facts the omission of
which would make any data, values, facts, information or statement therein
misleading;

     

    
      	
              7.1.13

            	
              No
      immunity

            


    

     

    
      	
               
      

            	
              (a)

            	
              each
      Security Party is subject to civil and commercial law with respect to its
      obligations under each of the Security Documents to which it is or is to
      be a party;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      entry into and performance by each Security Party of the Security
      Documents to which it is or is to be a party constitute private and
      commercial acts (rather than governmental or public acts);
    and

            


    

     

    
      	
               
      

            	
              (c)

            	
              no
      Security Party itself nor any of its assets is entitled to claim any right
      of immunity on the grounds of sovereignty or otherwise from any legal
      action or proceeding (including set-off, suit, execution, attachment or
      other legal process) in respect of its obligations under the Security
      Documents;

            


    

     

    
      	
              7.1.14

            	
              Title
      to assets

            


    

     

    each
Security Party and each of the other members of the Group has good and
marketable title to its properties and other assets;

     

    
      	
              7.1.15

            	
              Insurance

            


    

     

    each
Security Party and each of the other members of the Group maintains insurances
in respect of all its properties and assets with underwriters or insurance
companies of repute to such extent and against such risks as prudent companies
engaged in businesses similar to those of each Security Party and the other
members of the Group normally insure; and

     


    
      
         


      

      
        31

        
          

        

      

      
         


      

    


    


     

    
      	
              7.1.16

            	
              Solvency

            


    

     

    
      	
               
      

            	
              (a)

            	
              no
      Security Party nor any other member of the Group is unable, or admits or
      has admitted its inability, to pay its debts or has suspended making
      payments on any of its debts;

            


    

     

    
      	
               
      

            	
              (b)

            	
              no
      Security Party nor any other member of the Group by reason of actual or
      anticipated financial difficulties has commenced, or intends to commence,
      negotiations with one or more of its creditors with a view to rescheduling
      any of its indebtedness;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      value of the assets of each Security Party and each of the other members
      of the Group is not less than their respective liabilities (taking into
      account contingent and prospective liabilities);
  and

            


    

     

    
      	
               
      

            	
              (d)

            	
              no
      moratorium has been, or may, in the reasonably foreseeable future be,
      declared in respect of any indebtedness of any Security Party or any other
      member of the Group.

            


    

     

    
      	
               
      

            	
              7.2

            	
              Initial
      representations and warranties

            


    

     

    The
Borrower further represents and warrants to each Creditor that:

     

    
      	
               
      

            	
              7.2.1

            	
              Pari
      passu

            


    

     

    the
obligations of the Borrower under this Agreement are direct, general and
unconditional obligations of the Borrower and rank at least pari passu with all
other present and future unsecured and unsubordinated Indebtedness of the
Borrower (with the exception of any obligations which are mandatorily preferred
by law and not by contract);

     

    
      	
               
      

            	
              7.2.2

            	
              No
      default under other Indebtedness

            


    

     

    neither
the Borrower nor any other Security Party nor any other member of the Group is
(nor would with the giving of notice or lapse of time or the satisfaction of any
other condition or combination thereof be) in breach of or in default under any
agreement relating to Indebtedness to which it is a party or by which it may be
bound;

     

    
      	
               
      

            	
              7.2.3

            	
              Information

            


    

     

    the
information, exhibits and reports furnished by any Security Party to the Agent
or the Banks in connection with the negotiation and preparation of the Security
Documents are true and accurate in all material respects and not misleading, do
not omit material facts and all reasonable enquiries have been made to verify
the facts and statements contained therein; there are no other facts the
omission of which would make any fact or statement therein
misleading;

     

    
      	
               
      

            	
              7.2.4

            	
              No
      withholding Taxes

            


    

     

    no Taxes
are imposed by withholding or otherwise on any payment to be made by any
Security Party under the Security Documents or are imposed on or by virtue of
the execution or delivery by the Security Parties of the Security Documents or
any other document or instrument to be executed or delivered under any of the
Security Documents;

     

    
      	
               
      

            	
              7.2.5

            	
              No
      Default

            


    

     

    no
Default has occurred and is continuing;

     


    
      
         


      

      
        32

        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
              7.2.6

            	
              No
      material adverse change

            


    

     

    there has
been no material adverse change in the financial position of the Borrower or the
Corporate Guarantor or any other Relevant Party or the consolidated financial
position of the Group, from that described by the Borrower to the Agent and the
Banks in the negotiation of this Agreement;

     

    
      	
               
      

            	
              7.2.7

            	
              Borrower's
      own account

            


    

     

    in
relation to the borrowing by the Borrower of the Loan and any other amounts
under this Agreement, the performance and discharge of its obligations and
liabilities under the Security Documents and the transactions and other
arrangements effected or contemplated by this Agreement, the Borrower is acting
for its own account and that the foregoing will not involve or lead to a
contravention of any law, official requirement or other regulatory measure or
procedure which has been implemented by any relevant regulatory authority or
otherwise to combat "money
laundering" (as defined in Article 1 of the Directive (91/308/EEC) of the
Council of the European Communities (as amended)); and

     

    
      	
               
      

            	
              7.2.8

            	
              No
      Environmental matters

            


    

     

    
      	
               
      

            	
              (a)

            	
              no
      Environmental Claim is pending or has been made or threatened against any
      Security Party or any other member of the Group or any of their respective
      officers in their capacity as such and no Security Party nor any other
      member of the Group has any reason to believe that it has or is likely to
      have any liability in relation to Environment
  Matters;

            


    

     

    
      	
               
      

            	
              (b)

            	
              no
      Relevant Substance has been deposited, disposed of, kept, treated,
      imported, exported, transported, processed, manufactured, used, collected,
      sorted or produced at any time, or is present in the environment (whether
      or not on property owned, leased, occupied or controlled by any Security
      Party or any other member of the Group) in circumstances which are likely
      to result in an Environmental Claim against any Security Party or any
      other member of the Group; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              every
      consent, authorisation, licence or approval required by each Security
      Party and their respective Subsidiaries (including without limitation
      Environmental Licences) in connection with the conduct of their business
      and the ownership, use, exploitation or occupation of their respective
      property and assets has been obtained and is in full force and effect and
      there has been no default in the observance of the conditions and
      restrictions (if any) imposed in, or in connection with, any of the same
      and, to the knowledge of the officers of each Security Party, no
      circumstances have arisen whereby any remedial action is likely to be
      required to be taken by or at the expense of, any Security Party or any of
      their respective Subsidiaries under or pursuant to any law or regulation
      (including, without limitation, Environmental Law) applicable to the
      business, property or assets of any Security Party or any of their
      respective Subsidiaries.

            


    

     

    
      	
               
      

            	
              7.3

            	
              Repetition
      of representations and warranties

            


    

     

    On and as
of the date of this Agreement, on each Drawdown Date and on each Issue Date of a
UC and (except in relation to the representations and warranties in clause 7.2)
on each Interest Payment Date, the Borrower shall (a) be deemed to repeat the
representations and warranties in clauses 7.1 and 7.2 as if made with reference
to the facts and circumstances existing on such day and (b) be deemed to further
represent and warrant to each Creditor that the then latest audited consolidated
financial statements of the Group delivered to the Agent or the Security Agent
(if any) have been prepared in accordance with the Applicable Accounting
Principles which have been consistently applied and present fairly and
accurately the consolidated financial position of the Group as at the end of the
financial period to which the same relate and the consolidated results of the
operations of the Group for the financial period to which the same relate,
respectively, and, as at the end of such financial period, neither the
Corporate

     


    
      
         


      

      
        33

        
          

        

      

      
         


      

    


    Guarantor
nor any other member of the Group had any significant liabilities (contingent or
otherwise) or any unrealised or anticipated losses which are not disclosed by,
or reserved against or provided for in, such financial statements.

     

    
      	
               
      

            	
              8

            	
              Undertakings

            


    

     

    
      	
               
      

            	
              8.1

            	
              General

            


    

     

    The
Borrower undertakes with each Creditor that, from the date of this Agreement and
so long as any moneys are owing under any of the Security Documents, whether
actually or contingently, and while all or any part of the Facilities remains
available, it will:

     

    
      	
               
      

            	
              8.1.1

            	
              Notice
      of Default

            


    

     

    promptly
inform the Agent of any occurrence of which it becomes aware which might
adversely affect the ability of any Security Party to perform its obligations
under any of the Security Documents and, without limiting the generality of the
foregoing, will inform the Agent of any Default forthwith upon becoming aware
thereof and will from time to time, if so requested by the Agent, confirm to the
Agent in writing that, save as otherwise stated in such confirmation, no Default
has occurred and is continuing;

     

    
      	
               
      

            	
              8.1.2

            	
              Consents
      and licences

            


    

     

    without
prejudice to clauses 7.1 and 9, obtain or cause to be obtained, maintain in full
force and effect and comply in all material respects with the conditions and
restrictions (if any) imposed in, or in connection with, every consent,
authorisation, licence or approval of governmental or public bodies or
authorities or courts and do, or cause to be done, all other acts and things
which may from time to time be necessary or desirable under applicable law for
the continued due performance of all the obligations of the Security Parties
under each of the Security Documents;

     

    
      	
               
      

            	
              8.1.3

            	
              Use
      of proceeds

            


    

     

    without
prejudice to paragraph (b) below, use the Facilities and the UCs exclusively for
the relevant purposes specified in clauses 1.1 and 2.1;

     

    
      	
               
      

            	
              8.1.4

            	
              Pari
      passu and subordination of intra-Group
loans

            


    

     

    
      	
               
      

            	
              (a)

            	
              ensure
      that the obligations of the Borrower and the Corporate Guarantor under
      this Agreement and the Corporate Guarantee, respectively, shall, without
      prejudice to the provisions of clause 8.3 and the security intended to be
      created by the Security Documents, at all times rank at least pari passu
      with all their other respective present and future unsecured and
      unsubordinated Indebtedness with the exception of any obligations which
      are mandatorily preferred by law and not by contract;
  and

            


    

     

    
      	
               
      

            	
              (b)

            	
              ensure
      that, to the extent that the proceeds of the RC Facility are on-lent by
      the Borrower to the Corporate Guarantor or any other member of the Group
      in accordance with the specified purpose of the RC Facility pursuant to
      clauses 1.1 and 2.1 or to the extent there are any intra-Group loans in
      place between members of the Group:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      relevant loan or loans shall be made on an unsecured basis and shall be
      fully subordinated towards any moneys owing to the Creditors, whether
      actually or contingently, under this Agreement and the other Security
      Documents; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              neither
      the relevant loan or loans nor any part thereof nor any interest accrued
      or accruing thereon shall be repaid or paid to the Borrower unless any and
      all moneys owing to the Creditors, whether actually or contingently, under
      this Agreement and the other Security Documents (including the Aggregate
      Liabilities) have been repaid in
full;

            


    

     


    
      
         


      

      
        34

        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
              8.1.5

            	
              Financial
      statements

            


    

     

    prepare
or cause to be prepared consolidated financial statements of the Group in
accordance with the Applicable Accounting Principles consistently applied in
respect of each financial year and cause the same to be reported on by the
Group's auditors and prepare or cause to be prepared unaudited consolidated
financial statements of the Group in respect of each financial half-year on the
same basis as the annual financial statements, and deliver to the Agent as many
copies of the same as the Agent may reasonably require as soon as practicable
but not later than ninety (90) days (in the case of annual financial statements)
and sixty (60) days (in the case of semi-annual financial statements) after the
end of the financial period to which they relate;

     

    
      	
               
      

            	
              8.1.6

            	
              Delivery
      of reports

            


    

     

    deliver
to the Agent as many copies as the Agent may reasonably require of every report,
circular, notice or like document issued by the Borrower, the Corporate
Guarantor or any other member of the Group to their shareholders or creditors
generally, in each case at the time of issue thereof;

     

    
      	
               
      

            	
              8.1.7

            	
              Provision
      of further information and Borrowing Base
  Reports

            


    

     

    
      	
               
      

            	
              (a)

            	
              provide
      the Agent with such financial and other information concerning the Group,
      the Corporate Guarantor, the Borrower, the other Security Parties, the
      other Relevant Parties and their respective affairs, at the earliest
      possible opportunity and in any event at regular intervals of not more
      than three (3) months and at all other times as the Agent may from time to
      time require, including, without limitation, any management information,
      information relating to the position, trading and/or employment of the any
      ships of the Group and any actual or proposed purchase of vessels by any
      member of the Group, copies of all documents required of the Corporate
      Guarantor to file with the Securities and Exchange Commission of the
      U.S.A. or pursuant to the Sarbanes-Oxley Act of the U.S.A. and any other
      documents or information as may be reasonably required by the Agent;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              deliver
      to the Agent in writing before 11:00 a.m. (London time) on the first
      working day of each calendar week or at such other time as the Agent
      (acting on the instructions of the Majority Banks in their absolute
      discretion) may require, a Borrowing Base Report as at such date
      (attaching also a list of the Borrower's Receivables which are not
      Qualifying Receivables), duly executed by the Borrower and counter-signed
      and verified for the accuracy of its contents by the Chief Financial
      Officer of the Group;

            


    

     

    
      	
               
      

            	
              8.1.8

            	
              Obligations
      under Security Documents

            


    

     

    and will
procure that each of the other Security Parties will, duly and punctually
perform each of the obligations expressed to be assumed by it under the Security
Documents;

     

    
      	
               
      

            	
              8.1.9

            	
              "KYC"
      requirements

            


    

     

    deliver
to the Agent such documents and evidence as any Creditor shall from time to time
require, based on applicable law and regulations and such Creditor's own
internal guidelines from time to time, in each case, relating to the
verification of identity and knowledge of such Creditor's customers and to the
opening of bank accounts by any Security Party (including the Accounts);
and

     

    
      	
              8.1.10

            	
              Litigation

            


    

     

    supply to
the Agent promptly upon becoming aware of them, the details in writing, of any
litigation, arbitration or administrative proceedings (including, in connection
with any dispute with any government or municipal authority) which are current,
threatened or pending against any member of the Group, and which might, if
adversely determined, have a material adverse
effect on the business, assets or financial condition of the Borrower, any other
Security Party, any member of the Group, or the Group and a
whole.

     


    
      
         


      

      
        35

        
          

        

      

      
         


      

    


     

    
      	
               
      

            	
              8.2

            	
              Security
      value maintenance

            


    

     

    
      	
               
      

            	
              8.2.1

            	
              Security
      shortfall

            


    

     

    If at any
time X shall be
higher than Y, the
Agent (acting on the instructions of the Majority Banks) shall give notice to
the Borrower requiring that such deficiency be remedied and then the Borrower
shall either:

     

    
      	
               
      

            	
              (a)

            	
              prepay
      within a period of two (2) days of the date of receipt by the Borrower of
      the Agent's said notice such sum of the RC Facility in Dollars as will
      result in X
      after such prepayment being at least equal to or lower than Y;
      and/or

            


    

     

    
      	
               
      

            	
              (b)

            	
              within
      two (2) days of the date of receipt by the Borrower of the Agent's said
      notice:

            


    

     

    
      	
               
      

            	
              (i)

            	
              provide
      in accordance with clause 2.4 further Receivables which are Qualifying
      Receivables by delivering to the Agent and the Security Agent a Schedule
      of Receivables with such Receivables together with copies of documents,
      receipts and invoices of the type specified in clause 2.4 and relating to
      such Receivables; and/or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              place
      further funds to the credit of the cash of the Cash Collateral Account;
      and/or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              constitute
      to the satisfaction of the Agent such further security for the Aggregate
      Liabilities as shall be acceptable to the
Banks,

            


    

     

    in each
case having a value for security purposes (as determined by the Agent in its
absolute discretion) at the date upon which such further security shall be
constituted which, when added to Y, shall
be at least equal to or higher than X as at
such date, or which would remedy the deficiency referred to above.

     

    The Agent
shall test the Borrower's compliance with this clause 8.2.1 on each date when a
Borrowing Base Report is available to the Agent and at any other times as and
when the Agent (acting on the instructions of the Majority Banks) shall require
and, in any event, on each Reset Date.

     

    The
provisions of clause 4.4 and any relevant provision of clause 4.5 shall apply to
prepayments made under clause 8.2.1(a).

     


    
      
         


      

      
        36

        
          

        

      

      
         


      

    


    


     

    For the
purposes of this clause 8.2.1:

     

    "X" is the
amount in Dollars (as certified by the Agent whose certificate shall, in the
absence of manifest error, be conclusive and binding on the Borrower and the
other Creditors) which is, at any relevant time, equal to the Actual Exposure;
and

     

    "Y" is the
amount in Dollars (as certified by the Agent whose certificate shall, in the
absence of manifest error, be conclusive and binding on the Borrower and the
other Creditors) which is, at any relevant time, the total of:

     

    
      	
               
      

            	
              (i)

            	
              90%
      of the face value of all Qualifying Receivables;
  plus

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      amount standing to the credit of the Cash Collateral Account and any
      Illegality Security Account (and any such amount in an Optional Currency
      shall be calculated by the Agent in its Dollar equivalent by using the
      Issuing Bank's spot rate of exchange referred to in clause 2.8 as of the
      date of any relevant calculation);
plus

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      market value of any additional security for the time being actually
      provided to the Creditors pursuant to clause 8.2 (but excluding amounts
      standing to the credit of the Cash Collateral
  Account),

            


    

     

    as such
values and amounts are most recently determined by the Agent in its absolute
discretion in accordance with the provisions of clause 8.2.2 and the other
provisions of this Agreement including, without limitation and where applicable,
by reference to the then most recent Borrowing Base Report available to the
Agent.

     

    
      	
               
      

            	
              8.2.2

            	
              Information

            


    

     

    The
Borrower undertakes with the Creditors to supply the Agent with such
information, including without limitation about any Schedules of Receivables as
the Agent shall from time to time require for the purposes of giving effect to
clause 8.2.1.

     

    
      	
               
      

            	
              8.2.3

            	
              Costs

            


    

     

    All costs
in connection with the Agent obtaining any valuation either of any additional
security for the purposes of ascertaining compliance with clause 8.2.1 at any
time or necessitated by the Borrower electing to constitute additional security
pursuant to clause 8.2.1(b), shall be borne by the Borrower.

     

    
      	
               
      

            	
              8.2.4

            	
              Valuation
      of additional security

            


    

     

    For the
purposes of this clause 8.2, the market value of any additional security
provided or to be provided to the Security Agent and/or the other Creditors
shall be determined by the Agent in its absolute discretion without any
necessity for the Agent assigning any reason thereto.

     

    
      	
               
      

            	
              8.2.5

            	
              Documents
      and evidence

            


    

     

    In
connection with any additional security provided in accordance with this clause
8.2, the Agent shall be entitled to receive such evidence and documents of the
kind referred to in schedule 2 as may in the Agent's opinion be appropriate and
such favourable legal opinions as the Agent shall in its absolute discretion
require.

     

    
      	
               
      

            	
              8.3

            	
              Negative
      undertakings

            


    

     

    The
Borrower undertakes with each Creditor that, from the date of this Agreement and
so long as any moneys are owing under the Security Documents, whether actually
or contingently, and

     


    
      
         


      

      
        37

        
          

        

      

      
         


      

    


    while all
or any part of the Facilities remains available, it will not, without the prior
written consent of the Agent (acting on the instructions of the Majority
Banks):

     

    
      	
               
      

            	
              8.3.1

            	
              Negative
      pledge

            


    

     

    permit
any Encumbrance (other than a Permitted Encumbrance) to subsist, arise or be
created or extended over all or any part of its present or future undertaking,
assets, rights or revenues in order to secure or prefer any present or future
Indebtedness or other liability or obligation of the Borrower or any Security
Party or any other person except for Encumbrances over or in relation to
Receivables or bank accounts, cash balances and deposits of the Borrower created
to secure Borrowed Money of the Borrower which:

     

    
      	
               
      

            	
              (a)

            	
              was
      incurred prior to the date of this Agreement and has been notified in
      writing by the Borrower to the Agent prior to the date of this Agreement;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              was
      or is to be incurred by the Borrower with the prior written consent of the
      Agent pursuant to clause 8.3.7;

            


    

     

    
      	
               
      

            	
              8.3.2

            	
              No
      merger

            


    

     

    merge or
consolidate with any other person or enter into any demerger, amalgamation,
corporate reconstruction or redomiciliation of any type;

     

    
      	
               
      

            	
              8.3.3

            	
              Disposals

            


    

     

    sell,
transfer, abandon, lend or otherwise dispose of or cease to exercise direct
control over any part (being either alone or when aggregated with all other
disposals falling to be taken into account pursuant to this clause 8.3.3
material in the opinion of the Agent in relation to the undertaking, assets,
rights and revenues of the Borrower taken as a whole) of its present or future
undertaking, assets, rights or revenues (otherwise than by transfers, sales or
disposals for full consideration in the ordinary course of trading) whether by
one or a series of transactions related or not;

     

    
      	
               
      

            	
              8.3.4

            	
              Other
      business

            


    

     

    undertake
any business other than the business carried out by it or the Group on the date
of this Agreement;

     

    
      	
               
      

            	
              8.3.5

            	
              Acquisitions

            


    

     

    acquire
any further assets other than in the ordinary course of its business or
contracts for the sale of oil bunkers and lubricants;

     

    
      	
               
      

            	
              8.3.6

            	
              Other
      obligations

            


    

     

    incur any
obligations except for obligations arising under the Security Documents or
contracts entered into in the ordinary course of its business or contracts for
the sale of oil bunkers and lubricants;

     

    
      	
               
      

            	
              8.3.7

            	
              No
      borrowing

            


    

     

    the
Borrower will not incur any Borrowed Money except for:

     

    
      	
               
      

            	
              (a)

            	
              Borrowed
      Money pursuant to the Security Documents;
or

            


    

     

    
      	
               
      

            	
              (b)

            	
              Borrowed
      Money incurred prior to the date of this Agreement and notified in writing
      by the Borrower to the Agent prior to the date of this Agreement;
      or

            


    

     

    
      	
               
      

            	
              (c)

            	
              Borrowed
      Money incurred with the prior written consent of the
  Agent;

            


    

     


    
      
         


      

      
        38

        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
              8.3.8

            	
              Repayment
      of borrowings

            


    

     

    repay the
principal of, or pay interest on or any other sum in connection with, any of its
Borrowed Money except for Borrowed Money permitted under clause
8.3.7;

     

    
      	
               
      

            	
              8.3.9

            	
              Loans

            


    

     

    make any
loans or grant any credit (save for normal trade credit in the ordinary course
of business) to any person or agree to do so;

     

    
      	
              8.3.10

            	
              Sureties

            


    

     

    permit
any of its Indebtedness to any person (other than the Creditors) to be
guaranteed by any person save in the ordinary course of its business or by the
Issuing Bank by way of L/Cs;

     

    
      	
              8.3.11

            	
              Share
      capital and distribution

            


    

     

    declare
or pay any dividends to any of its shareholders if an Event of Default has
occurred or will or, in the opinion of the Agent, is likely to occur as a result
of, or following, the declaration or payment of dividends;

     

    
      	
              8.3.12

            	
              Subsidiaries

            


    

     

    form or
acquire any Subsidiaries save in the ordinary course of its
business;

     

    
      	
              8.3.13

            	
              Receivables

            


    

     

    
      	
               
      

            	
              (a)

            	
              agree
      to enter into any transactions under which it incurs or might or agrees to
      incur Borrowed Money and it creates or might or agrees to create
      Encumbrances over or in relation to Receivables, if the advance level
      extended to it by the lender under any such transaction in relation to
      Receivables is:
      (i) lower than 90%, unless the same lower level is made available to
      the Banks under this Agreement at the same time or (ii) higher than 90%;
      or

            


    

     

    
      	
               
      

            	
              (b)

            	
              permit
      any arrangement, whether contractual or otherwise, pursuant to which the
      creation of Encumbrances over or in relation to Receivables in favour of
      the Security Agent under the Security Documents is or will be subject to
      the approval of any other lender of the Group or any other
      person.

            


    

     

    
      	
               
      

            	
              8.4

            	
              Cash
      collateralisation of L/Cs

            


    

     

    Without
prejudice to clause 2.13, forthwith upon, or at any time following the
occurrence of an Event of Default, the Agent (acting on the instructions of the
Majority Banks) shall be entitled (but not obliged) to demand payment by the
Borrower of, and the Borrower forthwith upon such demand shall pay to the
Account Bank for credit to the Cash Collateral Account, such amount as shall be
the aggregate of the total Outstanding Amounts for all L/Cs.  Such
payment shall be made in Dollars, except in the case of any part of the said
Outstanding Amounts which is a Settlement Amount outstanding in an Optional
Currency and unpaid, which shall be made in the relevant Optional
Currency.

     

    
      	
               
      

            	
              9

            	
              Conditions

            


    

     

    
      	
               
      

            	
              9.1

            	
              Documents
      and evidence

            


    

     

    The
obligation of the Banks to make available the Facilities or to advance any
Advances or to issue any L/C, shall be subject to the condition that the Agent
or its duly authorised representative shall have received, not later than two
(2) Banking Days before the date of this Agreement, the documents and evidence
specified in schedule 5, in form and substance satisfactory to the
Agent.

     


    
      
         


      

      
        39

        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
              9.2

            	
              General
      conditions precedent

            


    

     

    The
obligations of the Banks to make available the Facilities or to advance any
Advances or to issue any L/C (as the case may be) shall be subject to the
further conditions that, at the time of the relevant Drawdown Notice for an
Advance or at the time of the relevant Issue Request in respect of the relevant
L/C (as the case may be) and at the time of the making of the relevant Advance
or on the Issue Date of the relevant L/C (as the case may be):

     

    
      	
               
      

            	
              9.2.1

            	
              the
      representations and warranties contained in (i) clauses 7.1, 7.2 and
      7.3(b) and (ii) clause 4 of the Corporate Guarantee, are true and
      correct on and as of each such time as if each was made with respect to
      the facts and circumstances existing at such time;
  and

            


    

     

    
      	
               
      

            	
              9.2.2

            	
              no
      Default shall have occurred and be continuing or would result from the
      making of the relevant Advance or the issuing of the relevant L/C (as the
      case may be).

            


    

     

    
      	
               
      

            	
              9.3

            	
              Waiver
      of conditions precedent

            


    

     

    The
conditions specified in this clause 9 are inserted solely for the benefit of the
Creditors and may be waived by the Agent (acting on the instructions of the
Majority Banks) in whole or in part and with or without conditions.

     

    
      	
               
      

            	
              9.4

            	
              Further
      conditions precedent

            


    

     

    Not later
than five (5) Banking Days prior to each Drawdown Date or each Issue Date and
not later than five (5) Banking Days prior to each Interest Payment Date or each
Reset Date, the Agent may request and the Borrower shall, not later than two (2)
Banking Days prior to such date, deliver to the Agent on such request further
favourable certificates and/or opinions as to any or all of the matters which
are the subject of clauses 7, 8, 9 and 10 of this Agreement.

     

    
      	
               
      

            	
              10

            	
              Events
      of Default

            


    

     

    
      	
              10.1

            	
              Events

            


    

     

    There
shall be an Event of Default if:

     

    
      	
              10.1.1

            	
              Non-payment: any
      Security Party fails to pay any sum payable by it under any of the
      Security Documents at the time, in the currency and in the manner
      stipulated in the Security Documents (and so that, for this purpose, sums
      payable on demand shall be treated as having been paid at the stipulated
      time if paid within three (3) Banking Days of demand);
  or

            


    

     

    
      	
              10.1.2

            	
              Breach of Insurances and
      certain other obligations: the Borrower or the Corporate Guarantor
      commit any breach of or omit to observe any of the obligations or
      undertakings expressed to be assumed by them under clauses 8.1.3,
      8.1.7(b), 8.2, 8.3 or 8.4 of this Agreement or clauses 5.2 or 5.3 of the
      Corporate Guarantee, respectively;
or

            


    

     

    
      	
              10.1.3

            	
              Breach of other
      obligations: any Security Party commits any breach of or omits to
      observe any of its obligations or undertakings expressed to be assumed by
      it under any of the Security Documents (other than those referred to
      elsewhere in this clause 10.1) and, in respect of any such breach or
      omission which in the opinion of the Agent (acting on the instructions of
      the Majority Banks) is capable of remedy, such action as the Agent (acting
      on the instructions of the Majority Banks) may require shall not have been
      taken within fourteen (14) days of the Agent notifying the relevant
      Security Party of such default and of such required action;
    or

            


    

     

    
      	
              10.1.4

            	
              Misrepresentation: any
      representation or warranty made or deemed to be made or repeated by or in
      respect of any Security Party in or pursuant to any of the Security
      Documents or in any notice, certificate or statement referred to in or
      delivered under any of the Security Documents is or proves to have been
      incorrect or misleading in any material respect;
  or

            


    

     


    
      
         


      

      
        40

        
          

        

      

      
         


      

    


    


     

    
      	
              10.1.5

            	
              Cross-default: any
      Indebtedness of any Relevant Party is not paid when due or any
      Indebtedness of any Relevant Party becomes (whether by declaration or
      automatically in accordance with the relevant agreement or instrument
      constituting the same) due and payable prior to the date when it would
      otherwise have become due (unless as a result of the exercise by the
      relevant Relevant Party of a voluntary right of prepayment), or any
      creditor of any Relevant Party becomes entitled to declare any such
      Indebtedness due and payable or any facility or commitment available to
      any Relevant Party relating to Indebtedness, is withdrawn, suspended or
      cancelled by reason of any default (however described) of the person
      concerned unless the relevant Relevant Party shall have satisfied the
      Agent that such withdrawal, suspension or cancellation will not affect or
      prejudice in any way the relevant Relevant Party's ability to pay its
      debts as they fall due and fund its commitments, or any guarantee given by
      any Relevant Party in respect of Indebtedness is not honoured when due and
      called upon; or

            


    

     

    
      	
              10.1.6

            	
              Legal process: any
      judgment or order made against any Relevant Party is not stayed or
      complied with within seven (7) days or a creditor attaches or takes
      possession of, or a distress, execution, sequestration or other process is
      levied or enforced upon or sued out against, any of the undertakings,
      assets, rights or revenues of any Relevant Party and is not discharged
      within seven (7) days; or

            


    

     

    
      	
              10.1.7

            	
              Insolvency: any Relevant
      Party is unable or admits inability to pay its debts as they fall due;
      suspends making payments on any of its debts or announces an intention to
      do so; becomes insolvent; has assets the value of which is less than the
      value of its liabilities (taking into account contingent and prospective
      liabilities); or suffers the declaration of a moratorium in respect of any
      of its Indebtedness; or

            


    

     

    
      	
              10.1.8

            	
              Reduction or loss of
      capital: a meeting is convened by any Relevant Party for the
      purpose of passing any resolution to purchase or reduce its share capital
      or to redeem any of its shares; or

            


    

     

    
      	
              10.1.9

            	
              Winding up: any
      corporate action, legal proceedings or other procedure or step is taken
      for the purpose of winding up any Relevant Party or an order is made or
      resolution passed for the winding up of any Relevant Party or a notice is
      issued convening a meeting for the purpose of passing any such resolution;
      or

            


    

     

    
      	
              10.1.10

            	
              Administration: any
      petition is presented, notice given or step is taken for the purpose of
      the appointment of an administrator of any Relevant Party or the Agent
      believes that any such petition or other step is imminent or an
      administration order is made in relation to any Relevant Party;
      or

            


    

     

    
      	
              10.1.11

            	
              Appointment of receivers and
      managers: any administrative or other receiver is appointed of any
      Relevant Party or any part of its assets and/or undertaking or any other
      steps are taken to enforce any Encumbrance over all or any part of the
      assets of any Relevant Party; or

            


    

     

    
      	
              10.1.12

            	
              Compositions: any
      corporate action, legal proceedings or other procedures or steps are
      taken, or negotiations commenced, by any Relevant Party or by any of its
      creditors with a view to the general readjustment or rescheduling of all
      or part of its indebtedness or to proposing any kind of composition,
      compromise or arrangement involving such company and any of its creditors;
      or

            


    

     

    
      	
              10.1.13

            	
              Analogous proceedings:
      there occurs, in relation to any Relevant Party, in any country or
      territory in which any of them carries on business or to the jurisdiction
      of whose courts any part of their assets is subject, any event which, in
      the reasonable opinion of the Agent, appears in that country or territory
      to correspond with, or have an effect equivalent or similar to, any of
      those mentioned in clauses 10.1.6 to 10.1.12 (inclusive) or any Relevant
      Party otherwise becomes subject, in any such country or territory, to the
      operation of any law relating to insolvency, bankruptcy or liquidation;
      or

            


    

     


    
      
         


      

      
        41

        
          

        

      

      
         


      

    


    


     

    
      	
              10.1.14

            	
              Cessation of business:
      any Relevant Party suspends or ceases or threatens to suspend or cease to
      carry on its business; or

            


    

     

    
      	
              10.1.15

            	
              Seizure: all or a
      material part of the undertaking, assets, rights or revenues of, or shares
      or other ownership interests in, any Relevant Party are seized,
      nationalised, expropriated or compulsorily acquired by or under the
      authority of any government; or

            


    

     

    
      	
              10.1.16

            	
              Invalidity: any of the
      Security Documents shall at any time and for any reason become invalid or
      unenforceable or otherwise cease to remain in full force and effect, or if
      the validity or enforceability of any of the Security Documents shall at
      any time and for any reason be contested by any Security Party which is a
      party thereto, or if any such Security Party shall deny that it has any,
      or any further, liability thereunder;
or

            


    

     

    
      	
              10.1.17

            	
              Unlawfulness: it becomes
      impossible or unlawful at any time for any Security Party, to fulfil any
      of the covenants and obligations expressed to be assumed by it in any of
      the Security Documents or for the Agent to exercise the rights or any of
      them vested in it under any of the Security Documents or otherwise;
      or

            


    

     

    
      	
              10.1.18

            	
              Repudiation: any
      Security Party repudiates any of the Security Documents or does or causes
      or permits to be done any act or thing evidencing an intention to
      repudiate any of the Security Documents;
or

            


    

     

    
      	
              10.1.19

            	
              Encumbrances
      enforceable: any Encumbrance in respect of any of the property (or
      part thereof) which is the subject of any of the Security Documents
      becomes enforceable; or

            


    

     

    
      	
              10.1.20

            	
              Material adverse change:
      there occurs, in the reasonable opinion of the Agent (acting on the
      instructions of the Majority Banks), a material adverse change in the
      financial condition of any Security Party or the Group or by reference to
      the financial position of that Security Party or (as the case may be) the
      Group as described by or on behalf of the Borrower or any Security Party
      to the Agent and/or the Banks in the negotiation of this Agreement;
      or

            


    

     

    
      	
              10.1.21

            	
              Shareholdings:

            


    

     

    
      	
               
      

            	
              (a)

            	
              there
      is any change in the legal and/or ultimate beneficial ownership of any of
      the shares in the Corporate Guarantor from that existing on the date of
      this Agreement, which results in (i) Mr Dimitrios Melisanidis being the
      ultimate beneficial owner of less than 26% of the total issued voting
      share capital of the Corporate Guarantor at any relevant time or (ii) any
      person or persons acting in concert (other than Mr Dimitrios Melisanidis)
      becoming at any relevant time the ultimate beneficial owners of more than
      50% (or of a percentage higher than that then owned by Mr Dimitrios
      Melisanidis), of the total issued voting share capital of the Corporate
      Guarantor or having the control of the Corporate Guarantor or of its board
      of directors (and "control" shall have the
      meaning given to it in the definition of "Subsidiary" in clause 1.2);
      or

            


    

     

    
      	
               
      

            	
              (b)

            	
              there
      is any change in the legal and/or beneficial ownership of any of the
      shares in the Borrower which results in the Borrower ceasing to be a
      wholly-owned direct Subsidiary of the Corporate Guarantor;
    or

            


    

     

    
      	
              10.1.22

            	
              Accounts: moneys are
      withdrawn from any of the Accounts other than in accordance with clause
      14; or

            


    

     

    
      	
              10.1.23

            	
              Listing: the shares of
      the Corporate Guarantor are de-listed or suspended from trading on, or
      cease to trade (whether temporarily for longer than ten (10) consecutive
      days, or permanently) on, the New York Stock Exchange;
  or

            


    

     

    
      	
              10.1.24

            	
              Licences,
      etc:  any licence, authorisation, consent or approval at
      any time necessary to enable any Security Party to comply with its
      obligations under the Security Documents is revoked or withheld or
      modified or is otherwise not granted or fails to remain in full force and
      effect or if any exchange control or other law or regulation shall exist
      which would make any

            


    

     


    
      
         


      

      
        42

        
          

        

      

      
         


      

    


    transaction
under the Security Documents or the continuation thereof, unlawful or would
prevent the performance by any Security Party of any term of any of the Security
Documents; or

     

    
      	
              10.1.25

            	
              Material events: any
      other event occurs or circumstance arises which, in the reasonable opinion
      of the Agent (acting on the instructions of the Majority Banks), is likely
      materially and adversely to affect either (i) the ability of any Security
      Party to perform all or any of its obligations under or otherwise to
      comply with the terms of any of the Security Documents or (ii) the
      security created by any of the Security
  Documents.

            


    

     

    
      	
              10.2

            	
              Acceleration

            


    

     

    The Agent
shall, if so requested by the Majority Banks, without prejudice to any other
rights of the Agent, at any time after the happening of an Event of Default by
notice to the Borrower:

     

    
      	
              10.2.1

            	
              declare
      that the obligation of each Bank to make the Facilities available shall be
      terminated, whereupon the RCF Limit and the Guarantee Facility Limit shall
      each be reduced to zero forthwith;
and/or

            


    

     

    
      	
              10.2.2

            	
              declare
      that the Loan and all interest and commissions accrued and all other sums
      payable under the Security Documents have become due and payable,
      whereupon the same shall, immediately or in accordance with the terms of
      such notice, become due and payable;
and/or

            


    

     

    
      	
              10.2.3

            	
              make
      a demand on the Borrower pursuant to clause 8.4 for payment of cash
      collateral to the Account Bank for credit to the Cash Collateral Account
      forthwith and/or at any other time specified by the Agent (acting on the
      instructions of the Majority Banks), whereupon any such amount shall
      become due and payable immediately or in accordance with each such notice
      (it being understood that the Agent (acting on the instructions of the
      Majority Banks) shall be entitled to give multiple such notices for
      further payment of moneys by the Borrower to the Cash Collateral Account,
      at any time and from time to time following an Event of Default,
      notwithstanding that the Borrower may have complied with one or more
      earlier notices).

            


    

     

    
      	
              10.3

            	
              Demand
      basis

            


    

     

    If,
pursuant to clause 10.2.2, the Agent declares the Loan to be due and payable on
demand, the Agent may (and if so requested by the Majority Banks shall) by
written notice to the Borrower:

     

    
      	
              10.3.1

            	
              call
      for repayment of the Loan on such date as may be specified whereupon the
      Loan shall become due and payable on the date so specified together with
      all interest and commissions accrued and all other sums payable under this
      Agreement; or

            


    

     

    
      	
              10.3.2

            	
              withdraw
      such declaration with effect from the date specified in such
      notice.

            


    

     

    
      	
              10.4

            	
              Negotiation
      with Beneficiaries after Default

            


    

     

    The
Borrower:

     

    
      	
              10.4.1

            	
              irrevocably
      authorises the Agent (acting on the instructions of the Majority Banks)
      negotiate with any Beneficiary at any time after the occurrence of any
      Default with a view to arranging for the prepayment by the Issuing Bank,
      for the account of the Borrower, of any moneys outstanding under any UC;
      and

            


    

     

    
      	
              10.4.2

            	
              agrees
      that at any time after the occurrence of any Default the Issuing Bank
      shall be entitled (but not, so far as the Borrower is concerned, bound) to
      and, if directed by the Agent (acting on the instructions of the Majority
      Banks), it shall pay to a Beneficiary, in such manner
  and

            


    

     


    
      
         


      

      
        43

        
          

        

      

      
         


      

    


    upon such
terms as the Issuing Bank and the Beneficiary shall agree, any moneys
outstanding under any L/C.

     

    
      	
              10.5

            	
              Conversion
      into Dollars

            


    

     

    
      	
              10.5.1

            	
              The
      Agent (acting on the instructions of all the Banks) may, following a
      notice given to the Borrower under clause 10.2, declare that the part (if
      any) of the Outstandings of the Banks which is then outstanding and/or
      denominated in one or more Optional Currencies, be converted into, and
      outstanding in, Dollars with effect from the date of conversion selected
      by the Agent (acting on the instructions of all the Banks in their
      discretion) and notified by the Agent to the Issuing Bank, the Banks and
      the Borrower.  In making such conversion the Agent shall use the
      Issuing Bank's spot rate(s) of exchange referred to in clause 2.8 as of
      the date of such conversion (as advised to it by the Issuing Bank), and
      the amount of the Outstandings so converted and outstanding in Dollars
      shall be such amount of Dollars as is required for the purchase of the
      amount of the total Outstandings of all Banks in the relevant Optional
      Currencies by applying such rate(s) on the relevant date of
      conversion.

            


    

     

    
      	
              10.5.2

            	
              With
      effect on and from the date when the conversion has taken place (as
      notified by the Agent to the Borrower, the Banks and the Issuing Bank
      pursuant to clause 10.5.1), all the Outstandings of all Banks shall be
      denominated in Dollars and the liabilities of the Borrower to the Banks,
      the Agent, the Security Agent and the Issuing Bank under this Agreement in
      respect of the Outstandings shall also be denominated and owing in
      Dollars.

            


    

     

    
      	
               
      

            	
              11

            	
              Indemnities

            


    

     

    
      	
              11.1

            	
              Miscellaneous
      indemnities

            


    

     

    The
Borrower shall on demand indemnify each Creditor, without prejudice to any of
such Creditor's other rights under any of the Security Documents, against any
loss (including loss of Margin) or expense which such Creditor shall certify as
sustained or incurred by it as a consequence of:

     

    
      	
              11.1.1

            	
              any
      default in payment of any sum under any of the Security Documents when
      due;

            


    

     

    
      	
              11.1.2

            	
              the
      occurrence of any other Event of
Default;

            


    

     

    
      	
              11.1.3

            	
              any
      prepayment of the Loan or part thereof being made under clauses 4.3.3,
      8.2.1(a) or 12.1 or any other repayment or prepayment of the Loan or part
      thereof being made, otherwise than on an Interest Payment Date relating to
      the part of the Loan prepaid or
repaid;

            


    

     

    
      	
              11.1.4

            	
              applying
      any sum standing to the credit of the Cash Collateral Account otherwise
      than on the last day of a deposit period relating
  thereto;

            


    

     

    
      	
              11.1.5

            	
              any
      Advance not being made for any reason (excluding any default by the Agent
      or any Bank) after the Drawdown Notice for such Advance has been given;
      or

            


    

     

    
      	
              11.1.6

            	
              any
      L/C not being issued for any reason (excluding any default by any
      Creditor) after the Issue Request for such L/C has been
    given,

            


    

     

    including,
in any such case, but not limited to, any loss or expense sustained or incurred
by a Bank in maintaining or funding its Contribution or (as the case may be)
Commitment or any part thereof or any amount owing under clauses 2.10.2 or 4.1.1
or in liquidating or re-employing deposits from third parties acquired to effect
or maintain its Contribution or (as the case may be) Commitment or any part
thereof or any amount owing under clauses 2.10.2 or 4.1.1.

     

    
      	
              11.2

            	
              Currency
      indemnity

            


    

     

    If any
sum due from the Borrower under any of the Security Documents or any order or
judgment given or made in relation thereto has to be converted from the currency
(the "first

     


    
      
         


      

      
        44

        
          

        

      

      
         


      

    


    currency") in which the same
is payable under the relevant Security Document or under such order or judgment
into another currency (the "second currency") for the
purpose of:

     

    
      	
              11.2.1

            	
              making
      or filing a claim or proof against the
Borrower;

            


    

     

    
      	
              11.2.2

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

            


    

     

    
      	
              11.2.3

            	
              enforcing
      any order or judgment given or made in relation to any of the Security
      Documents,

            


    

     

    the
Borrower shall indemnify and hold harmless each Creditor from and against any
loss suffered as a result of any difference between:

     

    
      	
               
      

            	
              (a)

            	
              the
      rate of exchange used for such purpose to convert the sum in question from
      the first currency into the second currency;
and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      rate or rates of exchange at which the relevant Creditor may in the
      ordinary course of business purchase the first currency with the second
      currency upon receipt of a sum paid to it in satisfaction, in whole or in
      part, of any such order, judgment, claim or
  proof.

            


    

     

    Any
amount due from the Borrower under this clause 11.2 shall be due as a separate
debt and shall not be affected by judgment being obtained for any other sums due
under or in respect of any of the Security Documents and the term "rate of exchange" includes any
premium and costs of exchange payable in connection with the purchase of the
first currency with the second currency.

     

    
      	
               
      

            	
              11.3

            	
              Environmental
      indemnity

            


    

     

    The
Borrower shall indemnify each Creditor on demand and hold it harmless from and
against all costs, expenses, payments, charges, losses, demands, liabilities,
actions, proceedings (whether civil or criminal), penalties, fines, damages,
judgements, orders, sanctions or other outgoings of whatever nature which may be
suffered, incurred or paid by, or made or asserted against such Creditor at any
time, whether before or after the repayment in full of principal and interest
under this Agreement, relating to, or arising directly or indirectly in any
manner or for any cause or reason whatsoever out of an Environmental Claim made
or asserted against such Creditor if such Environmental Claim would not have
been, or been capable of being, made or asserted against such Creditor if it had
not entered into any of the Security Documents and/or exercised any of its
rights, powers and discretions thereby conferred and/or performed any of its
obligations thereunder and/or been involved in any of the transactions
contemplated by the Security Documents.

     

    
      	
               
      

            	
              12

            	
              Unlawfulness
      and increased costs

            


    

     

    
      	
              12.1

            	
              Unlawfulness

            


    

     

    If any
law, regulation or regulatory requirement or any judgment, order or direction of
any court, tribunal or authority binding upon the Issuing Bank or a Bank in the
jurisdiction in which it is formed or has its principal or lending office or in
which any action is required to be performed by it for the purposes of this
Agreement (whether or not in force before the date of this
Agreement):

     

    
      	
              12.1.1

            	
              renders
      it unlawful for the Issuing Bank to issue any or any further UCs, or for a
      Bank to perform its obligations under clauses 2.14 or 4.2.1 in respect of
      any further UCs to be issued by the Issuing Bank, the Issuing Bank or (as
      the case may be) the relevant Bank shall promptly inform the Agent and the
      Agent shall notify the Borrower, and the obligations of the Issuing Bank
      to issue any or any further L/Cs under this Agreement shall forthwith
      terminate and the Borrower shall within ten (10) Banking Days after such
      notice pay to the Account Bank for credit to the Illegality Security
      Account for each issued and outstanding UC, an amount (in the currency of
      the relevant L/C) equal to the difference between (a) the Outstanding
      Amount of such UC and (b) the amount then standing to the credit of the
      Illegality Security Account for that UC (less any amount already standing
      to the credit of

            


    

     


    
      
         


      

      
        45

        
          

        

      

      
         


      

    


    such
account as a result of a previous payment in respect of a Bank pursuant to this
clause 12.1); or

     

    
      	
              12.1.2

            	
              renders
      it unlawful for a Bank to perform its obligations under clauses 2.14 or
      4.2.1 in respect of any UC which has previously been opened, then that
      Bank shall promptly inform the Agent and the Agent shall notify the
      Borrower, and the Borrower shall within ten (10) Banking Days after such
      notice pay to the Account Bank for credit to the Illegality Security
      Account for each issued and outstanding UC an amount (and in the currency
      of the relevant L/C) equal to such Bank's Percentage of the difference
      between (a) the Outstanding Amount of such UC and (b) the amount then
      standing to the credit of the Illegality Security Account for such L/C
      (less any amount standing to the credit of such account as a result of
      payment in respect of another Bank under this clause 12.1.2);
      or

            


    

     

    
      	
              12.1.3

            	
              renders
      it unlawful for any Bank to contribute to an Advance or to maintain its
      Commitment or fund its Contribution, such Bank shall promptly, through the
      Agent, give notice to the Borrower whereupon (a) such Bank's Commitment
      shall be reduced to zero and (b) the Borrower shall be obliged to prepay
      such Bank's Commitment either (i) forthwith or (ii) on a future specified
      date not being earlier than the latest date permitted by the relevant law
      or regulation together with interest accrued to the date of prepayment and
      all other sums payable by the Borrower under this
    Agreement.

            


    

     

    If the
Borrower has made the payment to one or more Illegality Security Accounts
required of it in respect of a L/C under clause 12.1.2, the Percentage of the
Bank in respect of which such payment was made of the liabilities of the Banks
for such L/C shall be reduced to zero.  To the extent that the
Borrower has not made such payment, such Bank shall continue to be liable to the
Issuing Bank under clauses 2.14 and 4.2.1 for an amount equal to its Percentage
of such L/C less the amount of any such payment by the Borrower to the relevant
Illegality Security Account for such L/C.  For the avoidance of doubt,
the reduction of the "Percentage" of a Bank under this paragraph shall be made
only in connection with a specific L/C as referred to above and only for the
purpose of the calculation of the commissions under clauses 5.1.3 and 5.1.4 for
such L/C and also for the purpose of any indemnities given under this Agreement
by that Bank to the Issuing Bank in connection with such L/C or in relation to
the Guarantee Facility but insofar as such indemnities relate to the relevant
L/C for which moneys have been paid to an Illegality Security Account in respect
of that Bank under clause 12.1.2.

     

    
      	
              12.2

            	
              Increased
      costs

            


    

     

    If the
result of any change in, or in the interpretation or application of, or the
introduction of, any Capital Adequacy Law or the compliance by a Bank or the
Issuing Bank or, as the case may be, their respective holding company with any
Capital Adequacy Law, is to:

     

    
      	
              12.2.1

            	
              subject
      any Bank or the Issuing Bank to Taxes or change the basis of Taxation of
      such Bank or the Issuing Bank with respect to any payment under any of the
      Security Documents (other than Taxes or Taxation on the overall net
      income, profits or gains of such Bank or the Issuing Bank imposed in the
      jurisdiction in which its principal or lending office under this Agreement
      is located); and/or

            


    

     

    
      	
              12.2.2

            	
              increase
      the cost to, or impose an additional cost on (a) a Bank or its holding
      company in making or keeping such Bank's Commitment available or in
      maintaining or funding all or part of such Bank's Contribution or any
      amounts owing under clauses 2.10.2 or 4.1.1 or 4.2 or (b) the Issuing Bank
      or its holding company in making or keeping available its obligation to
      issue any L/C or to maintain or fund all or part of any amounts owing
      under clauses 2.10.2 or 4.1.1 or 4.2;
and/or

            


    

     

    
      	
              12.2.3

            	
              reduce
      the amount payable or the effective return to a Bank or the Issuing Bank
      under any of the Security Documents;
and/or

            


    

     

    
      	
              12.2.4

            	
              reduce
      a Bank's or the Issuing Bank's or their respective holding company's rate
      of return on its overall capital by reason of a change in the manner in
      which it is required to allocate

            


    

     


    
      
         


      

      
        46

        
          

        

      

      
         


      

    

     

    capital
resources to such Bank's or the Issuing Bank's obligations under any of the
Security Documents; and/or

     

    
      	
              12.2.5

            	
              require
      a Bank or the Issuing Bank or their respective holding company to make a
      payment or forego a return on or calculated by reference to any amount
      received or receivable by such Bank or the Issuing Bank under any of the
      Security Documents; and/or

            


    

     

    
      	
              12.2.6

            	
              require
      a Bank or the Issuing Bank or their respective holding company to incur or
      sustain a loss (including a loss of future potential profits) by reason of
      being obliged to deduct, all or part of its Commitment or Contribution or
      any amount owing under clauses 2.10.2, 4.1.1 or 4.2, all or part of the
      amount that will be guaranteed by a UC when it is issued or the
      Outstanding Amount, from its capital for regulatory
    purposes,

            


    

     

    then and
in each such case (subject to clause 12.3):

     

    
      	
               
      

            	
              (a)

            	
              such
      Bank or, as the case may be, the Issuing Bank shall (through the Agent)
      notify the Borrower in writing of such event promptly upon its becoming
      aware of the same; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Borrower shall on demand pay to the Agent for the account of such Bank or,
      as the case may be, the Issuing Bank, the amount which such Bank or, as
      the case may be, the Issuing Bank, specifies (in a certificate setting
      forth the basis of the computation of such amount but not including any
      matters which such Bank or, as the case may be, the Issuing Bank or their
      respective holding company regards as confidential)  is required
      to compensate such Bank and/or the Issuing Bank and/or (as the case may
      be) their respective holding company for such liability to Taxes, cost,
      reduction, payment , forgone return or
loss.

            


    

     

    For the
purposes of this clause 12.2 and clause 12.4 "holding company" means, in
relation to a Bank or the Issuing Bank, the company or entity (if any) within
the consolidated supervision of which such Bank or, as the case may be, the
Issuing Bank is included.

     

    
      	
              12.3

            	
              Exception

            


    

     

    Nothing
in clause 12.2 shall entitle a Bank or the Issuing Bank to receive any amount in
respect of compensation for any such liability to Taxes, increased or additional
cost, reduction, payment, foregone return or loss to the extent that the same is
the subject of an additional payment under clause 6.6.

     

    
      	
               
      

            	
              13

            	
              Security,
      set-off and pro-rata payments

            


    

     

    
      	
              13.1

            	
              Application
      of moneys

            


    

     

    All
moneys received by the Agent and/or the Security Agent under or pursuant to any
of the Security Documents and expressed to be applicable in accordance with the
provisions of this clause 13.1 shall be applied in the following
manner:

     

    
      	
              13.1.1

            	
              first,
      in or towards payment of all unpaid costs and expenses which may be owing
      to the Creditors or any of them under any of the Security
      Documents;

            


    

     

    
      	
              13.1.2

            	
              secondly,
      in or towards payment, on a pro rata basis, of any unpaid fees and
      commissions payable to the Creditors or any of
  them;

            


    

     

    
      	
              13.1.3

            	
              thirdly,
      in or towards payment, on a pro rata basis, of any arrears of interest
      owing in respect of the Loan or any part thereof or in respect of the
      Guarantee Facility (including under clause
  4.1.1);

            


    

     

    
      	
              13.1.4

            	
              fourthly,
      in or towards repayment, on a pro rata basis, of any amounts of principal
      in respect of the Loan or in respect of the Guarantee Facility (including
      under clause 4.1.1) (whether the same is due and payable or
      not);

            


    

     


    
      
         


      

      
        47

        
          

        

      

      
         


      

    


    


     

    
      	
              13.1.5

            	
              fifthly,
      in or towards payment to the Cash Collateral Account of any amounts so
      payable pursuant to the terms of this Agreement or the other Security
      Documents;

            


    

     

    
      	
              13.1.6

            	
              sixthly,
      in or towards payment to any Bank for any loss suffered by reason of any
      payment in respect of principal not being effected on an Interest Payment
      Date relating to the part of the principal so repaid and which amounts are
      so payable under this Agreement;

            


    

     

    
      	
              13.1.7

            	
              seventhly,
      in or towards payment to any Creditor of any other sums owing to it under
      any of the Security Documents; and

            


    

     

    
      	
              13.1.8

            	
              eighthly,
      the surplus (if any) shall be paid to the Borrower or to whomsoever else
      may be entitled to receive such
surplus,

            


    

     

    Provided
however that amounts standing to the credit of an Illegality Security Account
shall be applied first, in accordance with clause 14.8 and, if there is a
surplus following such application, secondly, and as to such surplus, in
accordance with the order specified in this clause 13.1 above.

     

    
      	
              13.2

            	
              Setoff

            


    

     

    The
Borrower authorises each Creditor (without prejudice to any of such Creditor's
rights at law, in equity or otherwise), at any time and without notice to the
Borrower, to apply any credit balance to which the Borrower is then entitled
standing upon any account of the Borrower with any branch of such Creditor in or
towards satisfaction of any sum due and payable from the Borrower to such
Creditor under any of the Security Documents.  For this purpose, each
Creditor is authorised to purchase with the moneys standing to the credit of
such account such other currencies as may be necessary to effect such
application.  No Creditor shall be obliged to exercise any right given
to it by this clause 13.2.  Each Creditor shall notify the Agent and
the Borrower forthwith upon the exercise or purported exercise of any right of
set-off giving full details in relation thereto and the Agent shall inform the
other Creditors.  Nothing in this clause 13.2 shall be effective to
create a charge or other Encumbrance.

     

    
      	
              13.3

            	
              Pro
      rata payments

            


    

     

    
      	
              13.3.1

            	
              If
      at any time any Bank (the "Recovering Bank")
      receives or recovers any amount owing to it by the Borrower under this
      Agreement by direct payment, set-off or in any manner other than by
      payment through the Agent pursuant to clause 6.1 or 6.9 (not being, in the
      case of a Bank, a payment received from a Transferee Bank or a
      sub-participant in such Bank's participation under this Agreement or any
      other payment of an amount due to the Recovering Bank for its sole account
      pursuant to clauses 3.6, 5, 6.6, 11.1, 11.2, 12.1, or 12.2) the Recovering
      Bank shall, within two (2) Banking Days of such receipt or recovery (a
      "Relevant
      Receipt") notify the Agent of the amount of the Relevant Receipt.
      If the Relevant Receipt exceeds the amount which the Recovering Bank would
      have received if the Relevant Receipt had been received by the Agent and
      distributed pursuant to clauses 6.1 or 6.9 (as the case may be)
      then:

            


    

     

    
      	
               
      

            	
              (a)

            	
              within
      two (2) Banking Days of demand by the Agent, the Recovering Bank shall pay
      to the Agent an amount equal (or equivalent) to the
  excess;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Agent shall treat the excess amount so paid by the Recovering Bank as if
      it were a payment made by the Borrower and shall distribute the same to
      the Banks (other than the Recovering Bank) in accordance with clause 6.9;
      and

            


    

     

    
      	
               
      

            	
              (c)

            	
              as
      between the Borrower and the Recovering Bank the excess amount so
      re-distributed shall be treated as not having been paid but the
      obligations of the Borrower to the other Banks shall, to the extent of the
      amount so re-distributed to them, be treated as
  discharged.

            


    

     


    
      
         


      

      
        48

        
          

        

      

      
         


      

    


    


     

    
      	
              13.3.2

            	
              If
      any part of the Relevant Receipt subsequently has to be wholly or partly
      refunded by the Recovering Bank (whether to a liquidator or otherwise)
      each Bank to which any part of such Relevant Receipt was so re-distributed
      shall on request from the Recovering Bank repay to the Recovering Bank
      such Bank's pro-rata share of the amount which has to be refunded by the
      Recovering Bank.

            


    

     

    
      	
              13.3.3

            	
              Each
      Bank shall on request supply to the Agent such information as the Agent
      may from time to time request for the purpose of this clause
      13.3.

            


    

     

    
      	
              13.3.4

            	
              Notwithstanding
      the foregoing provisions of this clause 13.3, no Recovering Bank shall be
      obliged to share any Relevant Receipt which it receives or recovers
      pursuant to legal proceedings taken by it to recover any sums owing to it
      under this Agreement with any other party which has a legal right to, but
      does not, either join in such proceedings or commence and diligently
      pursue separate proceedings to enforce its rights in the same or another
      court (unless the proceedings instituted by the Recovering Bank are
      instituted by it without prior notice having been given to such party
      through the Agent).

            


    

     

    
      	
              13.4

            	
              No
      release

            


    

     

    For the
avoidance of doubt it is hereby declared that failure by any Recovering Bank to
comply with the provisions of clause 13.3 shall not release any other Recovering
Bank from any of its obligations or liabilities under clause 13.3.

     

    
      	
              13.5

            	
              No
      charge

            


    

     

    The
provisions of this clause 13 shall not, and shall not be construed so as to,
constitute a charge by a Bank over all or any part of a sum received or
recovered by it in the circumstances mentioned in clause 13.3.

     

    
      	
              13.6

            	
              Further
      assurance

            


    

     

    The
Borrower undertakes with the Creditors that the Security Documents shall both at
the date of execution and delivery thereof and so long as any moneys are owing
under any of the Security Documents be valid and binding obligations of the
respective parties thereto and rights of the Agent and the other Creditors
enforceable in accordance with their respective terms and that it will, at its
expense, execute, sign, perfect and do and will procure the execution, signing,
perfecting and doing by each of the other Security Parties of, any and every
such further assurance, document, act or thing as in the reasonable opinion of
the Agent may be necessary or desirable for perfecting the security contemplated
or constituted by the Security Documents.

     

    
      	
              13.7

            	
              Conflicts

            


    

     

    In the
event of any conflict between this Agreement and any of the other Security
Documents to which the Borrower is a party, the provisions of this Agreement
shall prevail.

     

    
      	
               
      

            	
              14

            	
              Accounts

            


    

     

    
      	
              14.1

            	
              General

            


    

     

    The
Borrower undertakes with each Creditor that:

     

    
      	
              14.1.1

            	
              on
      or before the date of this Agreement, it will open the Operating Account
      and the Cash Collateral Account;
and

            


    

     

    
      	
              14.1.2

            	
              it
      will procure that all Receivables which are set out in a Schedule of
      Receivables submitted to the Agent and/or the Security Agent under this
      Agreement and the other Security Documents shall be paid at all times to
      the Operating Account.

            


    

     


    
      
         


      

      
        49

        
          

        

      

      
         


      

    


    


     

    
      	
              14.2

            	
              Borrower's
      Accounts: withdrawals

            


    

     

    The
Borrower shall not be entitled to withdraw moneys from any of its own Accounts
provided however that, unless and until a Default shall occur and the Agent
(acting on the instructions of the Majority Banks) shall direct to the
contrary:

     

    
      	
              14.2.1

            	
              the
      Borrower may withdraw moneys from the Cash Collateral Account for any
      purpose not expressly prohibited by the terms of this Agreement or any
      other Security Document provided that there are and, following any such
      withdrawal, there will be sufficient funds in the Cash Collateral Account
      to ensure that the Borrower is in compliance with this Agreement;
      and

            


    

     

    
      	
              14.2.2

            	
              the
      Borrower may withdraw moneys from the Operating Account only for the
      following purposes:

            


    

     

    
      	
               
      

            	
              (a)

            	
              to
      make payments to the credit of the Cash Collateral Account;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              provided
      that there are and, following any such withdrawal there will be,
      sufficient funds in the Cash Collateral Account to ensure that the
      Borrower is in compliance with this Agreement;
  and

            


    

     

    
      	
               
      

            	
              (c)

            	
              for
      any other purpose not expressly prohibited by the terms of this Agreement
      or the other Security Documents.

            


    

     

    
      	
              14.3

            	
              Interest

            


    

     

    Amounts
standing to the credit of each Account of the Borrower shall bear interest at
the rate (unless otherwise agreed between the Account Bank and the Borrower)
which is certified by the Account Bank to the Borrower to be the rate quoted by
the Account Bank to its customers for deposits in the relevant account currency
or currencies for such period as the Account Bank may determine and in an amount
comparable with the amount for the time being standing to the credit of that
Account, such interest to be credited to such Account at the expiry of each such
period of deposit and to accrue from day to day and to be calculated on the
basis of a three hundred and sixty (360) day year and the actual number of days
elapsed.

     

    
      	
              14.4

            	
              Set-off

            


    

     

    Without
in any way affecting the rights of the Creditors under clause 13.2, upon the
occurrence of a Default or at any time thereafter the Agent (acting on the
instructions of the Majority Banks)  shall be entitled (but not
obliged) to instruct the Account Bank to set-off and apply all sums standing to
the credit of any Account of the Borrower and accrued interest (if any) thereon
without notice to the Borrower in the manner specified in clause
13.1.

     

    
      	
              14.5

            	
              Deductions

            


    

     

    The Agent
(acting on the instructions of the Majority Banks) shall be entitled (but not
obliged) at any time to instruct the Account Bank to deduct from the balance for
the time being standing to the credit of any Account of the Borrower all other
moneys which may fall due to be paid to the Creditors or any of them under the
terms of this Agreement and the other Security Documents or otherwise howsoever
in connection with the Aggregate Liabilities.

     

    
      	
              14.6

            	
              Pledging
      of Accounts

            


    

     

    The
Accounts and all amounts from time to time standing to the credit thereof shall
be subject to the security constituted and the rights conferred by the Account
Assignments.

     


    
      
         


      

      
        50

        
          

        

      

      
         


      

    


    


     

    
      	
              14.7

            	
              Illegality
      Security Accounts

            


    

     

    The Agent
shall, at such time as it considers appropriate or following a request by the
Issuing Bank (and the Agent is hereby irrevocably authorised by the Borrower
to), instruct the Account Bank to open in its books an Illegality Security
Account in relation to each UC to which shall be credited all sums required to
be paid to the Account Bank under clause 12.1 for credit to the Illegality
Security Account for such UC and the Borrower undertakes to execute on demand by
the Agent an Illegality Security Account Pledge for such account.

     

    
      	
              14.8

            	
              Payments
      out of Illegality Security Accounts

            


    

     

    The Agent
shall (and it is hereby irrevocably authorised by the Borrower to) instruct the
Account Bank to pay to the Issuing Bank and debit to the Illegality Security
Account for a UC, on the date on which the Issuing Bank makes any payment to the
relevant Customer under a UC, an amount equal to the amount of such payment (or
the amount standing to the credit of such Illegality Security Account, if
less).

     

    
      	
              14.9

            	
              Payments
      into Illegality Security Accounts

            


    

     

    Any
amount which the Borrower has paid to the Account Bank for credit to an
Illegality Security Account pursuant to clause 12.1 shall be applied solely in
or towards the discharge of the obligations of the Borrower which, but for such
payment, would have fallen to be satisfied by the Bank in respect of which the
Borrower has paid that amount for credit to such Illegality Security
Account.  However, the payment of funds to the credit of an Illegality
Security Account in respect of a Bank (and any application thereof under clause
14.8), shall not affect the obligations of the other Banks to the Issuing Bank
under this Agreement in respect of the UC relevant to such account or the
Guarantee Facility or any relevant claims of the Issuing Bank against such other
Banks.

     

    
      	
               
      

            	
              15

            	
              Assignment,
      transfer and lending office

            


    

     

    
      	
              15.1

            	
              Benefit
      and burden

            


    

     

    This
Agreement shall be binding upon, and enure for the benefit of, the Creditors and
the Borrower and their respective successors in title.

     

    
      	
              15.2

            	
              No
      assignment by Borrower

            


    

     

    The
Borrower may not assign or transfer any of its rights or obligations under this
Agreement.

     

    
      	
              15.3

            	
              Transfers
      by Banks

            


    

     

    Subject
to the prior written consent of the Borrower (such consent not to be
unreasonably withheld or delayed and the request for which to be promptly
responded to), any Bank (the "Transferor Bank") may at any
time cause all or any part of its rights, benefits and/or obligations under this
Agreement and the Security Documents to be transferred to any other bank or
financial institution (a "Transferee Bank") by
delivering to the Agent a Transfer Certificate duly completed and duly executed
by the Transferor Bank and the Transferee Bank.  No such transfer is
binding on, or effective in relation to, the Borrower or the Agent unless (i) it
is effected or evidenced by a Transfer Certificate which complies with the
provisions of this clause 15.3 and is signed by or on behalf of the Transferor
Bank, the Transferee Bank and the Agent (on behalf of itself, the Borrower and
the other Creditors) and (ii) such transfer of rights under the other Security
Documents as the Agent or the Transferee Bank may deem necessary has been
effected and registered.  The Borrower's consent referred to above
shall not be required in respect of a transfer if the relevant Transferee Bank
is a Related Company of the relevant Transferor Bank.  Upon signature
of any such Transfer Certificate by the Agent, which signature shall be effected
as promptly as is practicable after such Transfer Certificate has been delivered
to the Agent, and subject to the terms of such Transfer Certificate, such
Transfer Certificate shall have effect as set out below.

     


    
      
         


      

      
        51

        
          

        

      

      
         


      

    


    


     

    The
following further provisions shall have effect in relation to any Transfer
Certificate:

     

    
      	
              15.3.1

            	
              a
      Transfer Certificate may be in respect of a Bank's rights in respect of
      all, or part of, its rights and obligations under this Agreement but shall
      be in respect of the same proportion of its Commitment and Contribution in
      the RC Facility and the same proportion of participation in all
      Facilities;

            


    

     

    
      	
              15.3.2

            	
              a
      Transfer Certificate shall only be in respect of rights and obligations of
      the Transferor Bank in its capacity as a Bank and shall not transfer its
      rights and obligations as the Agent, or in any other capacity, as the case
      may be and such other rights and obligations may only be transferred in
      accordance with any applicable provisions of this
    Agreement;

            


    

     

    
      	
              15.3.3

            	
              a
      Transfer Certificate shall take effect in accordance with English law as
      follows:

            


    

     

    
      	
               
      

            	
              (a)

            	
              to
      the extent specified in the Transfer Certificate, the Transferor Bank's
      payment rights and all its other rights (other than those referred to in
      clause 15.3.2 above) under this Agreement are assigned to the Transferee
      Bank absolutely, free of any defects in the Transferor Bank's title and of
      any rights or equities which the Borrower had against the Transferor
      Bank;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Transferor Bank's obligations are discharged to the extent specified in
      the Transfer Certificate;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Transferee Bank becomes a Bank with a Contribution, Commitment and
      Percentage specified in the Transfer
  Certificate;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      Transferee Bank becomes bound by all the provisions of this Agreement and
      the Security Documents which are applicable to the Banks generally,
      including those about pro-rata sharing and the exclusion of liability on
      the part of, and the indemnification of, the Agent, the Security Agent and
      the Arranger in accordance with the provisions of clause 16 and to the
      extent that the Transferee Bank becomes bound by those provisions, the
      Transferor Bank ceases to be bound by
them;

            


    

     

    
      	
               
      

            	
              (e)

            	
              a
      payment which the Transferee Bank makes under this Agreement after the
      Transfer Certificate comes into effect ranks in point of priority and
      security in the same way as it would have ranked had it been made by the
      Transferor Bank, assuming that any defects in the Transferor Bank's title
      and any rights or equities of any Security Party against the Transferor
      Bank had not existed; and

            


    

     

    
      	
               
      

            	
              (f)

            	
              the
      Transferee Bank becomes entitled to all the rights under this Agreement
      which are applicable to the Banks generally, including but not limited to
      those relating to the Majority Banks and those under clauses 3.6, 5 and 12
      and to the extent that the Transferee Bank becomes entitled to such
      rights, the Transferor Bank ceases to be entitled to
  them;

            


    

     

    
      	
              15.3.4

            	
              the
      rights and equities of the Borrower or of any other Security Party
      referred to above include, but are not limited to, any right of set-off
      and any other kind of cross-claim;
and

            


    

     

    
      	
              15.3.5

            	
              the
      Borrower, the Account Bank, the Security Agent, the Issuing Bank and the
      Banks hereby irrevocably authorise and instruct the Agent to sign any such
      Transfer Certificate on their behalf and undertake not to withdraw, revoke
      or qualify such authority or instruction at any time.  Promptly
      upon its signature of any Transfer Certificate, the Agent shall notify the
      Borrower, the Transferor Bank, the Transferee Bank and the other
      Creditors.

            


    

     

    
      	
              15.4

            	
              Reliance
      on Transfer Certificate

            


    

     

    
      	
              15.4.1

            	
              The
      Agent shall be entitled to rely on any Transfer Certificate believed by it
      to be genuine and correct and to have been presented or signed by the
      persons by whom it purports to

            


    

     


    
      
         


      

      
        52

        
          

        

      

      
         


      

    


    have been
presented or signed, and shall not be liable to any of the parties to this
Agreement and the Security Documents for the consequences of such
reliance.

     

    
      	
              



15.4.2

            	
              The
      Agent shall at all times during the continuation of this Agreement
      maintain a register in which it shall record the name, Commitments,
      Contributions, Percentages and administrative details (including the
      lending office) from time to time of the Banks holding a Transfer
      Certificate and the date at which the transfer referred to in such
      Transfer Certificate held by each Bank was transferred to such Bank, and
      the Agent shall make the said register available for inspection by any
      Bank, the Issuing Bank or the Borrower during normal banking hours upon
      receipt by the Agent of reasonable prior notice requesting the Agent to do
      so.

            


    

     

    
      	
              15.4.3

            	
              The
      entries on the said register shall, in the absence of manifest error, be
      conclusive in determining the identities, the Commitments, Contributions,
      Percentages and the Transfer Certificates held by the Banks from time to
      time and the principal amounts of such Transfer Certificates and may be
      relied upon by the Agent and the other Security Parties for all purposes
      in connection with this Agreement and the Security
    Documents.

            


    

     

    
      	
              15.5

            	
              Transfer
      fees and expenses

            


    

     

    If any
Bank causes the transfer of all or any part of its rights, benefits and/or
obligations under the Security Documents, it shall pay to the Agent and/or the
Security Agent on demand all costs, fees and expenses (including, but not
limited to, legal fees and expenses), and all value added tax thereon, verified
by the Agent or, as the case may be, the Security Agent as having been incurred
by it or any other Creditor in connection with such transfer.

     

    
      	
              15.6

            	
              Documenting
      transfers

            


    

     

    If any
Bank assigns all or any part of its rights or transfers all or any part of its
rights, benefits and/or obligations as provided in clauses 15.3 and/or 2.16, the
Borrower undertakes, immediately on being requested to do so by the Agent and at
the cost of the Transferor Bank, to enter into, and procure that the other
Security Parties shall (at the cost of the relevant Transferor Bank) enter into,
such documents as may be necessary or desirable to transfer to the Transferee
Bank, all or the relevant part of such Bank's interest in the Security Documents
and all relevant references in this Agreement to such Bank shall thereafter be
construed as a reference to the Transferor Bank and/or its Transferee Bank (as
the case may be) to the extent of their respective interests.

     

    
      	
              15.7

            	
              Sub-participation

            


    

     

    A Bank
may sub-participate all or any part of its rights and/or obligations under the
Security Documents without the consent of, or notice to, the
Borrower.

     

    
      	
              15.8

            	
              Lending
      office

            


    

     

    Each Bank
shall lend through its office at the address specified in schedule 1 or, as the
case may be, in any relevant Transfer Certificate or through any other office of
such Bank selected from time to time by it through which such Bank wishes to
lend for the purposes of this Agreement.  If the office through which
a Bank is lending is changed pursuant to this clause 15.8, such Bank shall
notify the Agent promptly of such change and the Agent shall notify the
Borrower, the Security Agent, the Account Bank, the Issuing Bank and the other
Banks.

     

    
      	
              15.9

            	
              Disclosure
      of information

            


    

     

    A Bank
may (having obtained the consents required (if any) by clause 15.3) disclose to
a prospective Transferee Bank or to any other bank or financial institution who
may propose entering into contractual relations with such Bank in relation to
this Agreement such information about the Borrower or the other Security Parties
as such Bank shall consider appropriate.

     


    
      
         


      

      
        53

        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
              16

            	
              Arranger,
      Agent, Security Agent and Reference
Banks

            


    

     

    
      	
              16.1

            	
              Appointment
      of the Agent

            


    

     

    Each Bank
and the Issuing Bank irrevocably appoints the Agent as its agent for the
purposes of this Agreement and such of the Security Documents to which it may be
appropriate for the Agent to be party. By virtue of such appointment, each of
the Banks and the Issuing Bank hereby authorises the Agent:

     

    
      	
              16.1.1

            	
              to
      execute such documents as may be approved by the Majority Banks for
      execution by the Agent; and

            


    

     

    
      	
              16.1.2

            	
              (whether
      or not by or through employees or agents) to take such action on such
      Bank's or the Issuing Bank's behalf and to exercise such rights, remedies,
      powers and discretions as are specifically delegated to the Agent by this
      Agreement and/or any other Security Document, together with such powers
      and discretions as are reasonably incidental
  thereto.

            


    

     

    
      	
              16.2

            	
              Agent's
      actions

            


    

     

    Any
action taken by the Agent under or in relation to this Agreement or any of the
other Security Documents whether with requisite authority or on the basis of
appropriate instructions, received from the Banks and/or the Issuing Bank (or as
otherwise duly authorised) shall be binding on all the Banks and the Issuing
Bank.

     

    
      	
              16.3

            	
              Agent's
      duties

            


    

     

    
The Agent shall:

     

    
      	
              16.3.1

            	
              promptly
      notify each Bank and the Issuing Bank of the contents of each notice,
      certificate or other document received by it from the Borrower under or
      pursuant to clauses 8.1.1, 8.1.5 and 8.1.6 and each Borrowing Base Report;
      and

            


    

     

    
      	
              16.3.2

            	
              (subject
      to the other provisions of this clause 16) take (or instruct the Security
      Agent to take) such action or, as the case may be, refrain from taking (or
      authorise the Security Agent to refrain from taking) such action with
      respect to the exercise of any of its rights, remedies, powers and
      discretions as agent, as the Majority Banks may
  direct.

            


    

     

    
      	
              16.4

            	
              Agent's
      rights

            


    

     

    The Agent
may:

     

    
      	
              16.4.1

            	
              in
      the exercise of any right, remedy, power or discretion in relation to any
      matter, or in any context, not expressly provided for by this Agreement or
      any of the other Security Documents, act or, as the case may be, refrain
      from acting (or authorise the Security Agent to act or refrain from
      acting) in accordance with the instructions of the Banks and/or the
      Issuing Bank, and shall be fully protected in so
  doing;

            


    

     

    
      	
              16.4.2

            	
              unless
      and until it shall have received directions from the Majority Banks, take
      such action or, as the case may be, refrain from taking such action (or
      authorise the Security Agent to take or refrain from taking such action)
      in respect of a Default of which the Agent has actual knowledge as it
      shall deem advisable in the best interests of the Banks and the Issuing
      Bank (but shall not be obliged to do
so);

            


    

     

    
      	
              16.4.3

            	
              refrain
      from acting (or authorise the Security Agent to refrain from acting) in
      accordance with any instructions of the Banks and/or the Issuing Bank to
      institute any legal proceedings arising out of or in connection with this
      Agreement or any of the other Security Documents until it and/or the
      Security Agent has been indemnified and/or secured to its satisfaction
      against any and all costs, expenses or liabilities (including legal fees)
      which it would or might incur as a
result;

            


    

     


    
      
         


      

      
        54

        
          

        

      

      
         


      

    


    


     

    
      	
              16.4.4

            	
              deem
      and treat (i) each Bank as the person entitled to the benefit of the
      Contribution of such Bank and of any amounts owing to such Bank under
      clause 4.1.1 for all purposes of this Agreement unless and until a notice
      shall have been filed with the Agent pursuant to clause 15.3 and shall
      have become effective, and (ii) the office set opposite the name of each
      of the Banks in schedule 1 as such Bank's lending office under this
      Agreement unless and until a written notice of change of lending office
      shall have been received by the Agent and the Agent may act upon any such
      notice unless and until the same is superseded by a further such
      notice;

            


    

     

    
      	
              16.4.5

            	
              rely
      as to matters of fact which might reasonably be expected to be within the
      knowledge of any Security Party upon a certificate signed by any director
      or officer of the relevant Security Party on behalf of the relevant
      Security Party; and

            


    

     

    
      	
              16.4.6

            	
              do
      anything which is in its opinion necessary or desirable to comply with any
      law or regulation in any
jurisdiction.

            


    

     

    
      	
              16.5

            	
              No
      liability of Arranger or Agent

            


    

     

    Neither
the Arranger nor the Agent nor any of their respective employees and agents
shall:

     

    
      	
              16.5.1

            	
              be
      obliged to make any enquiry as to the use of any of the proceeds of the
      Facilities or the use of any L/C issued unless (in the case of the Agent)
      so required in writing by a Bank, in which case the Agent shall promptly
      make the appropriate request to the Borrower;
or

            


    

     

    
      	
              16.5.2

            	
              be
      obliged to make any enquiry as to any breach or default by the Borrower or
      any other Security Party in the performance or observance of any of the
      provisions of this Agreement or any of the other Security Documents or as
      to the existence of a Default unless (in the case of the Agent) the Agent
      has actual knowledge thereof or has been notified in writing thereof by a
      Bank or the Issuing Bank, in which case the Agent shall promptly notify
      the Banks and the Issuing Bank of the relevant event or circumstance;
      or

            


    

     

    
      	
              16.5.3

            	
              be
      obliged to enquire whether or not any representation or warranty made by
      the Borrower or any other Security Party pursuant to this Agreement or any
      of the other Security Documents is true;
or

            


    

     

    
      	
              16.5.4

            	
              be
      obliged to do anything (including, without limitation, disclosing any
      document or information) which would, or might in its opinion, be contrary
      to any law or regulation or be a breach of any duty of confidentiality or
      otherwise be actionable or render it liable to any person;
    or

            


    

     

    
      	
              16.5.5

            	
              be
      obliged to account to any Bank or the Issuing Bank for any sum or the
      profit element of any sum received by it for its own account;
      or

            


    

     

    
      	
              16.5.6

            	
              be
      obliged to institute any legal proceedings arising out of or in connection
      with this Agreement or any of the other Security Documents other than on
      the instructions of the Majority Banks;
or

            


    

     

    
      	
              16.5.7

            	
              be
      liable to any Bank or the Issuing Bank for any action taken or omitted
      under or in connection with this Agreement or any of the other Security
      Documents unless caused by its gross negligence or wilful
      misconduct.

            


    

     

    For the
purposes of this clause 16, neither the Arranger nor the Agent shall be treated
as having actual knowledge of any matter of which the corporate finance or any
other division outside the agency or loan administration department of the
Arranger or the person for the time being acting as the Agent may become aware
in the context of corporate finance, advisory or lending activities from time to
time undertaken by the Arranger or, as the case may be, the Agent for any
Security Party or any other person which may be a trade competitor of any
Security Party or may otherwise have commercial interests similar to those of
any Security Party.

     


    
      
         


      

      
        55

        
          

        

      

      
         


      

    


    


     

    
      	
              16.6

            	
              Non-reliance
      on Arranger or Agent

            


    

     

    Each Bank
and the Issuing Bank acknowledges that it has not relied on any statement,
opinion, forecast or other representation made by the Arranger or the Agent to
induce it to enter into this Agreement or any of the other Security Documents
and that it has made and will continue to make, without reliance on the Arranger
or the Agent and based on such documents as it considers appropriate, its own
appraisal of the creditworthiness of the Security Parties and its own
independent investigation of the financial condition, prospects and affairs of
the Security Parties in connection with the making and continuation by such Bank
of banking facilities under this Agreement.  Neither the Arranger nor
the Agent shall have any duty or responsibility, either initially or on a
continuing basis, to provide any Bank or the Issuing Bank with any credit or
other information with respect to any Security Party whether coming into its
possession before the making of the Facilities hereunder or the issuing of L/Cs,
or at any time or times thereafter other than as provided in clause
16.3.1.

     

    
      	
              16.7

            	
              No
      responsibility on Arranger or Agent for Borrower's
    performance

            


    

     

    Neither
the Arranger nor the Agent shall have any responsibility or liability to any
Bank or the Issuing Bank:

     

    
      	
              16.7.1

            	
              on
      account of the failure of any Security Party to perform its obligations
      under any of the Security Documents;
or

            


    

     

    
      	
              16.7.2

            	
              for
      the financial condition of any Security Party;
  or

            


    

     

    
      	
              16.7.3

            	
              for
      the completeness or accuracy of any statements, representations or
      warranties in any of the Security Documents or any document delivered
      under any of the Security Documents;
or

            


    

     

    
      	
              16.7.4

            	
              for
      the execution, effectiveness, adequacy, genuineness, validity,
      enforceability or admissibility in evidence of any of the Security
      Documents or of any certificate, report or other document executed or
      delivered under any of the Security Documents;
  or

            


    

     

    
      	
              16.7.5

            	
              to
      investigate or make any enquiry into the title of the Borrower or any
      other Security Party to any security or any part thereof;
    or

            


    

     

    
      	
              16.7.6

            	
              for
      the failure to register any of the Security Documents with any official or
      regulatory body or office or elsewhere;
or

            


    

     

    
      	
              16.7.7

            	
              for
      taking or omitting to take any other action under or in relation to any of
      the Security Documents or any aspect of any of the Security Documents;
      or

            


    

     

    
      	
              16.7.8

            	
              on
      account of the failure of the Security Agent to perform or discharge any
      of its duties or obligations under the Security Documents;
    or

            


    

     

    
      	
              16.7.9

            	
              otherwise
      in connection with this Agreement or its negotiation or for acting (or, as
      the case may be, refraining from acting) in accordance with the
      instructions of the Banks or the Issuing
Bank.

            


    

     

    
      	
              16.8

            	
              Reliance
      on documents and professional
advice

            


    

     

    Each of
the Arranger and the Agent shall be entitled to rely on any communication,
instrument or document believed by it to be genuine and correct and to have been
signed or sent by the proper person and shall be entitled to rely as to legal or
other professional matters on opinions and statements of any legal or other
professional advisers selected or approved by it (including those in the
Arranger's or, as the case may be, the Agent's employment).

     


    
      
         


      

      
        56

        
          

        

      

      
         


      

    


    


     

    
      	
              16.9

            	
              Other
      dealings

            


    

     

    Each of
the Arranger and the Agent may, without any liability to account to the Banks or
the Issuing Bank, accept deposits from, lend money to, and generally engage in
any kind of banking or other business with, and provide advisory or other
services to, any Security Party or any other member of the Group or any of the
Banks or the Issuing Bank as if it were not the Arranger or, as the case may be,
the Agent.

     

    
      	
              16.10

            	
              Rights
      of Agent as Bank; no partnership

            


    

     

    With
respect to its own participation (if any) to the Facilities the Agent shall have
the same rights and powers under the Security Documents as any other Bank and
may exercise the same as though it were not performing the duties and functions
delegated to it under this Agreement and the term "Banks" shall, unless the
context clearly otherwise indicates, include the Agent in its individual
capacity as a Bank. This Agreement shall not and shall not be construed so as to
constitute a partnership between the parties or any of them.

     

    
      	
              16.11

            	
              Amendments
      and waivers

            


    

     

    
      	
              16.11.1

            	
              Subject
      to clause 16.11.2, the Agent may, with the consent of the Majority Banks
      (or if and to the extent expressly authorised by the other provisions of
      any of the Security Documents) and, if so instructed by the Majority
      Banks, shall:

            


    

     

    
      	
               
      

            	
              (a)

            	
              agree
      (or authorise the Security Agent to agree) amendments or modifications to
      any of the Security Documents with the Borrower and/or any other Security
      Party; and/or

            


    

     

    
      	
               
      

            	
              (b)

            	
              vary
      or waive breaches of, or defaults under, or otherwise excuse performance
      of, any provision of any of the other Security Documents by the Borrower
      and/or any other Security Party (or authorise the Security Agent to do
      so).

            


    

     

    
Any such action so authorised and
effected by the Agent shall be documented in such manner as the Agent shall
(with the approval of the Majority Banks) determine, shall be promptly notified
to the Banks and the Issuing Bank by the Agent and (without prejudice to the
generality of clause 16.2) shall be binding on the Banks and the Issuing Bank
(and the other Creditors).

     

    
      	
              16.11.2

            	
              Except
      with the prior written consent of all the Banks, the Agent shall have no
      authority on behalf of the Banks or the Issuing Bank to agree (or
      authorise the Security Agent to agree) with the Borrower and/or any other
      Security Party any amendment or modification to any of the Security
      Documents or to grant (or authorise the Security Agent to grant) waivers
      in respect of breaches or defaults or to vary or excuse (or authorise the
      Security Agent to vary or excuse) performance of or under any of the
      Security Documents by the Borrower and/or any other Security Party, if the
      effect of such amendment, modification, waiver or excuse would be
      to:

            


    

     

    
      	
               
      

            	
              (a)

            	
              reduce
      the Margin or the commission payable under clause
  5.1.3;

            


    

     

    
      	
               
      

            	
              (b)

            	
              postpone
      the due date or reduce the amount of any payment of principal or interest
      (including amounts owing under clauses 2.10.2, 2.14, 4.1.1 or 4.2.1),
      interest  or other amount payable by any Security Party under
      any of the Security Documents;

            


    

     

    
      	
               
      

            	
              (c)

            	
              change
      the currency in which any amount is payable by any Security Party under
      any of the Security Documents;

            


    

     

    
      	
               
      

            	
              (d)

            	
              increase
      any Bank's Commitment or Percentage or the Guarantee Facility Limit or the
      RCF Limit;

            


    

     

    
      	
               
      

            	
              (e)

            	
              extend
      the Final Maturity Date for any
Facility;

            


    

     


    
      
         


      

      
        57

        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
              (f)

            	
              change
      any provision of any of the Security Documents which expressly or
      impliedly requires the approval or consent of all the Banks such that the
      relevant approval or consent may be given otherwise than with the sanction
      of all the Banks;

            


    

     

    
      	
               
      

            	
              (g)

            	
              change
      the order of distribution under clauses 6.9 or  13.1 or any clauses
      concerning application of funds standing to the credit of the Cash
      Collateral Account or any Illegality Security
  Account;

            


    

     

    
      	
               
      

            	
              (h)

            	
              change
      this clause 16.11;

            


    

     

    
      	
               
      

            	
              (i)

            	
              change
      clause 10.2;

            


    

     

    
      	
               
      

            	
              (j)

            	
              change
      clause 8.1.5 of this Agreement or clause 5.1.4 of the Corporate
      Guarantee;

            


    

     

    
      	
               
      

            	
              (k)

            	
              change
      the definitions of "Majority Banks", "Outstandings" and "Outstanding Amount" in
      clause 1.2;

            


    

     

    
      	
               
      

            	
              (l)

            	
              change
      any provisions regarding the payment of cash collateral to the credit of
      the Cash Collateral Account or any Illegality Security Account;
      or

            


    

     

    
      	
               
      

            	
              (m)

            	
              release
      any Security Party from the security constituted by any Security Document
      (except as required by the terms thereof or by law) or change the terms
      and conditions upon which such security or guarantee may be, or is
      required to be, released.

            


    

     

    
      	
              16.12

            	
              Reimbursement
      and indemnity by Banks

            


    

     

    Each Bank
shall reimburse the Agent (rateably in accordance with such Bank's Percentage),
to the extent that the Agent is not reimbursed by the Borrower, for the costs,
charges and expenses incurred by the Agent which are expressed to be payable by
the Borrower under clause 5.1 including (in each case) the fees and expenses of
legal or other professional advisers. Each Bank shall on demand indemnify the
Agent (rateably in accordance with such Bank's Percentage) against all
liabilities, damages, costs and claims whatsoever incurred by the Agent in
connection with any of the Security Documents or the performance of its duties
under any of the Security Documents or any action taken or omitted by the Agent
under any of the Security Documents, unless such liabilities, damages, costs or
claims arise from the Agent's own gross negligence or wilful
misconduct.

     

    
      	
              16.13

            	
              Retirement
      of Agent

            


    

     

    
      	
              16.13.1

            	
              The
      Agent may, having given to the Borrower and each of the Banks, the Issuing
      Bank and the Account Bank not less than ninety (90) days' notice of its
      intention to do so, retire from its appointment as Agent under this
      Agreement, provided that no such retirement shall take effect unless there
      has been appointed by the Banks and the Issuing Bank as a successor
      agent:

            


    

     

    
      	
               
      

            	
              (a)

            	
              a
      Related Company of the Agent nominated by the Agent which the Banks and
      the Issuing Bank hereby irrevocably and unconditionally agree to appoint
      or, failing such nomination,

            


    

     

    
      	
               
      

            	
              (b)

            	
              a
      Bank nominated by the Majority Banks or, failing such a
      nomination,

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      reputable and experienced bank or financial institution nominated by the
      retiring Agent.

            


    

     

    Any
corporation into which the retiring Agent may be merged or converted or any
corporation with which the Agent may be consolidated or any corporation
resulting from any merger, conversion, amalgamation, consolidation or other
reorganisation to which the Agent shall be a party shall, to the extent
permitted by applicable law, be the successor Agent under this Agreement and the
other Security Documents without the execution or filing of any

     


    
      
         


      

      
        58

        
          

        

      

      
         


      

    


    document
or any further act on the part of any of the parties to this Agreement and the
other Security Documents save that notice of any such merger, conversion,
amalgamation, consolidation or other reorganisation shall forthwith be given to
each Security Party and the Banks and the Issuing Bank.  Prior to any
such successor being appointed, the Agent agrees to consult with the Borrower as
to the identity of the proposed successor and to take account of any reasonable
objections which the Borrower may raise to such successor being
appointed.

     

    
      	
              16.13.2

            	
              Upon
      any such successor as aforesaid being appointed, the retiring Agent shall
      be discharged from any further obligation under the Security Documents
      (but shall continue to have the benefit of this clause 16 in respect of
      any action it has taken or refrained from taking prior to such discharge)
      and its successor and each of the other parties to this Agreement shall
      have the same rights and obligations among themselves as they would have
      had if such successor had been a party to this Agreement in place of the
      retiring Agent. The retiring Agent shall (at its own expense) provide its
      successor with copies of such of its records as its successor reasonably
      requires to carry out its functions under the Security
      Documents.

            


    

     

    
      	
              16.14

            	
              Appointment
      and retirement of Security Agent

            


    

     

    
      	
              16.14.1

            	
              Appointment

            


    

     

    Each of
the Banks, the Agent and the Issuing Bank irrevocably appoints the Security
Agent as its security agent and trustee for the purposes of this Agreement and
the Security Documents, in each case on the terms set out in this Agreement. By
virtue of such appointment, each of the Banks, the Agent and the Issuing Bank
hereby authorises the Security Agent (whether or not by or through employees or
agents) to take such action on its behalf and to exercise such rights, remedies,
powers and discretions as are specifically delegated to the Security Agent by
this Agreement and/or the Security Documents, together with such powers and
discretions as are reasonably incidental thereto.

     

    
      	
              16.14.2

            	
              Retirement

            


    

     

    Without
prejudice to clause 16.13, the Security Agent may, having given to the Borrower
and each of the Banks and the Issuing Bank not less than ninety (90) days'
notice of its intention to do so, retire from its appointment as Security Agent
under this Agreement and any Trust Deed, provided that no such retirement shall
take effect unless there has been appointed by the Banks, the Agent and Issuing
Bank as a successor security agent and trustee:

     

    
      	
               
      

            	
              (a)

            	
              a
      Related Company of the Security Agent nominated by the Security Agent
      which the Banks and the Issuing Bank hereby irrevocably and
      unconditionally agree to appoint or, failing such
    nomination,

            


    

     

    
      	
               
      

            	
              (b)

            	
              a
      bank or trust corporation nominated by the Majority Banks or, failing such
      a nomination,

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      bank or trust corporation nominated by the retiring Security
      Agent,

            


    

     

    and, in
any case, such successor security agent and trustee shall have duly accepted
such appointment by delivering to the Agent (i) written confirmation (in a form
acceptable to the Agent) of such acceptance agreeing to be bound by this
Agreement in the capacity of Security Agent as if it had been an original party
to this Agreement and (ii) a duly executed Trust Deed.

     

    Any
corporation into which the retiring Security Agent may be merged or converted or
any corporation with which the Security Agent may be consolidated or any
corporation resulting from any merger, conversion, amalgamation, consolidation
or other reorganisation to which the Security Agent shall be a party shall, to
the extent permitted by applicable law, be the successor Security Agent under
this Agreement, any Trust Deed and the other Security

     


    
      
         


      

      
        59

        
          

        

      

      
         


      

    


    Documents
without the execution or filing of any document or any further act on the part
of any of the parties to this Agreement, any Trust Deed and the other Security
Documents save that notice of any such merger, conversion, amalgamation,
consolidation or other reorganisation shall forthwith be given to each Security
Party and the Banks and the Issuing Bank.  Prior to any such successor
being appointed, the Security Agent agrees to consult with the Borrower as to
the identity of the proposed successor and to take account of any reasonable
objections which the Borrower may raise to such successor being
appointed.

     

    Upon any
such successor as aforesaid being appointed, the retiring Security Agent shall
be discharged from any further obligation under the Security Documents (but
shall continue to have the benefit of this clause 16 in respect of any action it
has taken or refrained from taking prior to such discharge) and its successor
and each of the other parties to this Agreement shall have the same rights and
obligations among themselves as they would have had if such successor had been a
party to this Agreement in place of the retiring Security Agent. The retiring
Security Agent shall (at its own expense) provide its successor with copies of
such of its records as its successor reasonably requires to carry out its
functions under the Security Documents.

     

    
      	
              16.15

            	
              Powers
      and duties of the Security Agent

            


    

     

    
      	
              16.15.1

            	
              The
      Security Agent shall have no duties, obligations or liabilities to any of
      the Banks, the Agent or the Issuing Bank beyond those expressly stated in
      any of the Security Documents.  Each of the Banks, the Agent and
      the Issuing Bank hereby authorises the Security Agent to enter into and
      execute:

            


    

     

    
      	
               
      

            	
              (a)

            	
              each
      of the Security Documents to which the Security Agent is or is intended to
      be a party; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      and all such other Security Documents as may be approved by the Agent in
      writing (acting on the instructions of the Majority Banks) for entry into
      by the Security Agent,

            


    

     

    and, in
each and every case, to hold any and all security thereby created upon trust for
the other Creditors in the manner contemplated by this Agreement.

     

    
      	
              16.15.2

            	
              Subject
      to clause 16.15.3 the Security Agent may, with the prior consent of the
      Majority Banks communicated in writing by the Agent, concur with any of
      the Security Parties to:

            


    

     

    
      	
               
      

            	
              (a)

            	
              amend,
      modify or otherwise vary any provision of the Security Documents to which
      the Security Agent is or is intended to be a party;
  or

            


    

     

    
      	
               
      

            	
              (b)

            	
              waive
      breaches of, or defaults under, or otherwise excuse performance of, any
      provision of the Security Documents to which the Security Agent is or is
      intended to be a party.

            


    

     

    
Any such action so authorised and effected by
the Security Agent shall be promptly notified to the Banks, the Agent and the
Issuing Bank by the Security Agent and shall be binding on the other
Creditors.

     

    
      	
              16.15.3

            	
              The
      Security Agent shall not concur with any Security Party with respect to
      any of the matters described in clause 16.11.2 without the consent of the
      Banks communicated in writing by the
Agent.

            


    

     

    
      	
              16.15.4

            	
              The
      Security Agent shall (subject to the other provisions of this clause 16)
      take such action or, as the case may be, refrain from taking such action,
      with respect to any of its rights, powers and discretions as security
      agent and trustee, as the Agent may direct.  Subject as provided
      in the foregoing provisions of this clause, unless and until the Security
      Agent shall have received such instructions from the Agent, the Security
      Agent may, but shall not be obliged to, take (or refrain from taking) such
      action under or pursuant to the Security Documents referred to in clause
      16.14 as the Security Agent shall deem advisable in
  the

            


    

     


    
      
         


      

      
        60

        
          

        

      

      
         


      

    


    best
interests of the Creditors provided that (for the avoidance of doubt), to the
extent that this clause might otherwise be construed as authorising the Security
Agent to take, or refrain from taking, any action of the nature referred to in
clause 16.15.2 - and for which the prior consent of all the Banks is expressly
required under clause 16.15.3 - clauses 16.15.2 and 16.15.3 shall apply to the
exclusion of this clause.

     

    
      	
              16.15.5

            	
              None
      of the Banks nor the Agent nor the Issuing Bank shall have any independent
      power to enforce any of the Security Documents referred to in clause
      16.15.1 or to exercise any rights, discretions or powers or to grant any
      consents or releases under or pursuant to such Security Documents or any
      of them or otherwise have direct recourse to the security and/or
      guarantees constituted by such Security Documents or any of them except
      through the Security Agent.

            


    

     

    
      	
              16.15.6

            	
              For
      the purpose of this clause 16, the Security Agent may rely, and act in
      reliance, upon any information from time to time furnished to the Security
      Agent by the Agent (whether pursuant to clause 16.15.7 or otherwise)
      unless and until the same is superseded by further such information, so
      that the Security Agent shall have no liability or responsibility to any
      party as a consequence of placing reliance on and acting in reliance upon
      any such information unless the Security Agent has actual knowledge that
      such information is inaccurate or
incorrect.

            


    

     

    
      	
              16.15.7

            	
              Without
      prejudice to the foregoing each of the Agent, the Issuing Bank and the
      Banks (whether directly or through the Agent) shall provide the Security
      Agent with such written information as it may reasonably require for the
      purpose of carrying out its duties and obligations under the Security
      Documents referred to in clause
16.15.1.

            


    

     

    
      	
              16.16

            	
              Trust
      provisions

            


    

     

    
      	
              16.16.1

            	
              The
      trusts constituted or evidenced in or by this Agreement and the Trust Deed
      shall remain in full force and effect until whichever is the earlier
      of:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      expiration of a period of eighty (80) years from the date of this
      Agreement; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              receipt
      by the Security Agent of confirmation in writing by the Agent that there
      is no longer outstanding any Indebtedness (actual or contingent) which is
      secured or guaranteed or otherwise assured by or under any of the Security
      Documents,

            


    

     

    and the
parties to this Agreement declare that the perpetuity period applicable to this
Agreement and the trusts declared by the Trust Deed shall for the purposes of
the Perpetuities and Accumulations Act 1964 be the period of eighty (80) years
from the date of this Agreement.

     

    
      	
              16.16.2

            	
              In
      its capacity as trustee in relation to the Security Documents specified in
      clause 16.15.1, the Security Agent shall, without prejudice to any of the
      powers, discretions and immunities conferred upon trustees by law (and to
      the extent not inconsistent with the provisions of any of those Security
      Documents), have all the same powers and discretions as a natural person
      acting as the beneficial owner of such property and/or as are conferred
      upon the Security Agent by any of those Security
  Documents.

            


    

     

    
      	
              16.16.3

            	
              It
      is expressly declared that, in its capacity as trustee in relation to the
      Security Documents specified in clause 16.15.1, the Security Agent shall
      be entitled to invest moneys forming part of the security and which, in
      the opinion of the Security Agent, may not be paid out promptly following
      receipt in the name or under the control of the Security Agent in any of
      the investments for the time being authorised by law for the investment by
      trustees of trust moneys or in any other property or investments whether
      similar to the aforesaid or not or by placing the same on deposit in the
      name or under the control of the Security Agent as the Security Agent may
      think fit without being under any duty to diversify its investments and
      the Security Agent may at any time vary or transpose any such property or
      investments for or into any others of alike nature and shall not be
      responsible for any loss due to
depreciation

            


    

     


    
      
         


      

      
        61

        
          

        

      

      
         


      

    


    in value
or otherwise of such property or investments. Any investment of any part or all
of the security may, at the discretion of the Security Agent, be made or
retained in the names of nominees.

     

    
      	
              16.17

            	
              Independent
      action by Creditors

            


    

     

    No
Creditor shall enforce, exercise any rights, remedies or powers or grant any
consents or releases under or pursuant to, or otherwise have a direct recourse
to the security and/or guarantees constituted by any of the Security Documents
without the prior written consent of the Majority Banks but, Provided such
consent has been obtained, it shall not be necessary for any other Creditor to
be joined as an additional party in any proceedings for this
purpose.

     

    
      	
              16.18

            	
              Common
      Agent and Security Agent

            


    

     

    The Agent
and the Security Agent have entered into the Security Documents in their
separate capacities (a) as agent for the Banks and the Issuing Bank under and
pursuant to this Agreement (in the case of the Agent) and (b) as security agent
and trustee for the Banks, the Agent and the Issuing Bank under and pursuant to
this Agreement, to hold the guarantees and/or security created by the Security
Documents specified in clause 16.15.1 on the terms set out in such Security
Documents (in the case of the Security Agent). However, from time to time the
Agent and the Security Agent may be the same entity. When the Agent and the
Security Agent are the same entity and any Security Document provides for the
Agent to communicate with or provide instructions to the Security Agent (and
vice versa), it will not be necessary for there to be any such formal
communications or instructions on those occasions.

     

    
      	
              16.19

            	
              Co-operation
      to achieve agreed priorities of
application

            


    

     

    The
Banks, the Agent and the Issuing Bank shall co-operate with each other and with
the Security Agent and any receiver under the Security Documents in realising
the property and assets subject to the Security Documents and in ensuring that
the net proceeds realised under the Security Documents after deduction of the
expenses of realisation are applied in accordance with clause 13.1.

     

    
      	
              16.20

            	
              Prompt
      distribution of proceeds

            


    

     

    Moneys
received by any of the Creditors (whether from a receiver or otherwise) pursuant
to the exercise of (or otherwise by virtue of the existence of) any rights and
powers under or pursuant to any of the Security Documents shall (after providing
for all costs, charges, expenses and liabilities and other payments ranking in
priority) be paid to the Agent for distribution (in the case of moneys so
received by any of the Creditors other than the Agent or the Security Agent) and
shall be distributed by the Agent or, as the case may be, the Security Agent (in
the case of moneys so received by the Agent or, as the case may be, the Security
Agent) in each case in accordance with clause 13.1.  The Agent or, as
the case may be, the Security Agent shall make each such application and/or
distribution as soon as is practicable after the relevant moneys are received
by, or otherwise become available to, the Agent or, as the case may be, the
Security Agent save that (without prejudice to any other provision contained in
any of the Security Documents) the Agent or, as the case may be, the Security
Agent (acting on the instructions of the Majority Banks) or any receiver may
credit any moneys received by it to a suspense account for so long and in such
manner as the Agent or such receiver may from time to time determine with a view
to preserving the rights of the Agent or, as the case may be, the Security Agent
and/or the Arranger and/or the Banks and/or the Issuing Bank and/or the Account
Bank or any of them to provide for the whole of their respective claims against
the Borrower or any other person liable.

     


    
      
         


      

      
        62

        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
              17

            	
              Notices
      and other matters

            


    

     

    
      	
              17.1

            	
              Notices

            


    

     

    Every
notice, request, demand or other communication under this Agreement or (unless
otherwise provided therein) under any of the other Security Documents
shall:

     

    
      	
              17.1.1

            	
              be
      in writing delivered personally or by first-class prepaid letter (airmail
      if available) or facsimile transmission or other means of
      telecommunication in permanent written
form;

            


    

     

    
      	
              17.1.2

            	
              be
      deemed to have been received, subject as otherwise provided in the
      relevant Security Document, in the case of a letter, when delivered
      personally or five (5) days after it has been put in to the post and, in
      the case of a facsimile transmission or other means of telecommunication
      in permanent written form, at the time of despatch (provided that if the
      date of despatch is not a business day in the country of the addressee or
      if the time of despatch is after the close of business in the country of
      the addressee it shall be deemed to have been received at the opening of
      business on the next such business day);
and

            


    

     

    
      	
              17.1.3

            	
              be
      sent:

            


    

     

    
      	
               
      

            	
              (a)

            	
              if
      to the Borrower at:

            


    

     

    c/o
Aegean Marine Petroleum S.A.

    42
Hatzikiriakou Street

    185 38
Piraeus

    Greece

     

    Fax
no:        +30 210 458 6243

    Attention:   Theodora
Papadogianni

     

    
      	
               
      

            	
              (b)

            	
              if
      to the Agent and/or the Account Bank and/or the Security Agent and/or the
      Issuing Bank and/or the Arranger
at:

            


    

     

    National
Bank of Greece S.A., London Branch

    75 King
William Street

    London
EC4N 7BE

    England

     

    Fax
No:        + 44 207 105 3834

    Attention:   Credit
Administration Department

     

    
      	
               
      

            	
              (c)

            	
              if
      to a Bank, to its address or fax number specified in schedule 1 or in any
      relevant Transfer Certificate,

            


    

     

    or, in
any case, to such other address and/or numbers as is notified by one party to
the other parties under this Agreement.

     

    
      	
              17.2

            	
              Notices
      through the Agent

            


    

     

    Every
notice, request, demand or other communication under this Agreement to be given
by the Borrower to any other party shall be given to the Agent for onward
transmission as appropriate and if such notice, request, demand or other
communication is to be given to the Borrower it shall (except if otherwise
provided in the Security Documents) be given through the Agent.

     

    
      	
              17.3

            	
              No
      implied waivers, remedies
cumulative

            


    

     

    No
failure or delay on the part of any Creditor to exercise any power, right or
remedy under any of the Security Documents shall operate as a waiver thereof,
nor shall any single or partial exercise by any Creditor of any power, right or
remedy preclude any other or further exercise

     


    
      
         


      

      
        63

        
          

        

      

      
         


      

    


    thereof
or the exercise of any other power, right or remedy.  The remedies
provided in the Security Documents are cumulative and are not exclusive of any
remedies provided by law.

     

    
      	
              17.4

            	
              English
      language

            


    

     

    All
certificates, instruments and other documents to be delivered under or supplied
in connection with any of the Security Documents shall be in the English
language or shall be accompanied by a certified English translation upon which
the Creditors shall be entitled to rely.

     

    
      	
               
      

            	
              18

            	
              Governing
      law and jurisdiction

            


    

     

    
      	
              18.1

            	
              Law

            


    

     

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

     

    
      	
              18.2

            	
              Submission
      to jurisdiction

            


    

     

    The
Borrower agrees, for the benefit of each of the Creditors, that any legal action
or proceedings arising out of or in connection with this Agreement against the
Borrower or any of its assets may be brought in the English
courts.  The Borrower irrevocably and unconditionally submits to the
jurisdiction of such courts and irrevocably designates, appoints and empowers
Riches Consulting at present of Old Jarretts Farmhouse, Brantridge Lane,
Balcombe, West Sussex RH17 6JR, England to receive for it and on its behalf,
service of process issued out of the English courts in any such legal action or
proceedings.  The submission to such jurisdiction shall not (and shall
not be construed so as to) limit the right of any Creditor to take proceedings
against the Borrower in the courts of any other competent jurisdiction nor shall
the taking of proceedings in any one or more jurisdictions preclude the taking
of proceedings in any other jurisdiction, whether concurrently or
not.

     

    The
parties further agree that only the Courts of England and not those of any other
State shall have jurisdiction to determine any claim which the Borrower may have
against any Creditor arising out of or in connection with this
Agreement.

     

    
      	
              18.3

            	
              Contracts
      (Rights of Third Parties) Act 1999

            


    

     

    No term
of this Agreement is enforceable under the provisions of the Contracts (Rights
of Third Parties) Act 1999 by a person who is not a party to this
Agreement.

     

    IN WITNESS whereof the parties
to this Agreement have caused this Agreement to be duly executed on the date
first above written.

     


    
      
         


      

      
        64

        
          

        

      

      
         


      

    


    


     

    Schedule
1

    The
Banks and their Percentages

     

     

    
      	
               

              Name

            	
               

              Lending
      Office

            	
               

              Address
      for Notices

            	
               

              Percentage

               

            
	
               

              National
      Bank of Greece S.A., London Branch

            	
               

              75
      King William Street

              London
      EC4N 7BE

              England

               

            	
               

              75
      King William Street

              London
      EC4N 7BE

              England

               

              Fax
      no:              +44
      207 105 3834

              Att:
      Credit Administration Department

               

            	
               

              100%

            


    

    


     

    


     


    
      
         


      

      
        65

        
          

        

      

      
         


      

    


    


     

    Schedule
2

    Documents
and evidence required as conditions precedent

     

    (referred
to in clause 9.1)

     

    


     

    
      	
              1

            	
              Constitutional
      documents

            


    

     

    Copies,
certified by an officer of each Security Party as true, complete and up to date
copies of all documents which contain or establish or relate to the constitution
of that Security Party;

     

    
      	
              2

            	
              Corporate
      authorisations

            


    

     

    copies of
resolutions of the directors and, if required, shareholders of each Security
Party approving such of the Security Documents to which such Security Party is,
or is to be, party and authorising the signature, delivery and performance of
such Security Party's obligations thereunder, certified (in a certificate dated
no earlier than five (5) Banking Days prior to the date of this Agreement) by an
officer of such Security Party as:

     

    
      	
               
      

            	
              (i)

            	
              being
      true and correct;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              being
      duly passed at meetings of the directors of such Security Party and, if
      required, of the shareholders of such Security Party each duly convened
      and held;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              not
      having been amended, modified or revoked;
and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              being
      in full force and effect,

            


    

     

    together
with originals or certified copies of any powers of attorney issued by any such
Security Party pursuant to such resolutions;

     

    
      	
              3

            	
              Specimen
      signatures

            


    

     

    copies of
the signatures of the persons who have been authorised on behalf of each
Security Party to sign such of the Security Documents to which such Security
Party is, or is to be, party and to give notices and communications, including
notices of drawing, under or in connection with the Security Documents,
certified (in a certificate dated no earlier than five (5) Banking Days prior to
the date of this Agreement) by an officer of such Security Party as being the
true signatures of such persons;

     

    
      	
              4

            	
              Certificates
      of incumbency

            


    

     

    a list of
directors and officers of each Security Party specifying the names and positions
of such persons, certified (in a certificate dated no earlier than five (5)
Banking Days prior to the date of this Agreement) by an officer of such Security
Party to be true, complete and up to date;

     

    
      	
              5

            	
              Borrower's
      consents and approvals

            


    

     

    a
certificate (dated no earlier than five (5) Banking Days prior to the date of
this Agreement) from an officer of the Borrower that no consents,
authorisations, licences or approvals are necessary for the Borrower to
authorise or are required by the Borrower in connection with the borrowing by
the Borrower of the Loan or any other borrowings or obligations under the
Security Documents or the execution, delivery and performance of the Security
Documents to which it is a party;

     


    
      
         


      

      
        66

        
          

        

      

      
         


      

    


    


     

    
      	
              6

            	
              Other
      consents and approvals

            


    

     

    a
certificate (dated no earlier than five (5) Banking Days prior to the date of
this Agreement) from an officer of each Security Party that no consents,
authorisations, licences or approvals are necessary for such Security Party to
guarantee and/or grant security for the borrowing by the Borrower of the Loan or
other borrowings or obligations under the Security Documents pursuant to this
Agreement and execute, deliver and perform the Security Documents insofar as
such Security Party is a party thereto;

     

    
      	
              7

            	
              Accounts

            


    

     

    evidence
that the Accounts (except Illegality Security Accounts) have been opened and
duly completed mandate forms in respect thereof have been delivered to the
Account Bank and that the amount of $10 is standing to the credit of each
Account;

     

    
      	
              8

            	
              Security
      Documents

            


    

     

    the
Corporate Guarantee, the Receivables Assignment, the Operating Account
Assignment and the Cash Collateral Account Assignment, each duly
executed;

     

    
      	
              9

            	
              Fees

            


    

     

    evidence
that the arrangement fee due under clause 5.1.1 has been paid in
full;

     

    
      	
              10

            	
              Due
      diligence and Group structure chart;
accounts

            


    

     

    
      	
               
      

            	
              (a)

            	
              evidence
      that all information required in relation to any Security Party in order
      for the each Creditor to complete its due diligence formalities in
      connection with this Agreement and the other Security Documents has been
      provided and is satisfactory in all respects to the such
      Creditor;

            


    

     

    
      	
               
      

            	
              (b)

            	
              a
      Group structure chart in respect of the Group;
  and

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      unaudited consolidated financial statements of the Group for the half-year
      ended 30 June 2009;

            


    

     

    
      	
              11

            	
              Schedule
      of Receivables and Borrowing Base
Report

            


    

     

    
      	
               
      

            	
              (a)

            	
              a
      Schedule of Receivables which the Borrower wishes to provide to the
      Security Agent as security under the Receivables Assignment;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              a
      Borrowing Base Report as at a date not earlier than 3 Banking Days prior
      to the earlier of the first Utilisation Date under this Agreement, duly
      executed by the Borrower and counter-signed and verified for the accuracy
      of its contents by the Chief Financial Officer of the Group;
      and

            


    

     

    
      	
               
      

            	
              (c)

            	
              evidence
      that The Royal Bank of Scotland plc and HSH Nordbank Ag (as lenders to the
      Borrower) have agreed that the Borrower may assign Receivables in favour
      of the Security Agent under this Agreement;
and

            


    

     

    
      	
               
      

            	
              (d)

            	
              evidence
      that all the Lenders of the Borrower have agreed to the same financial
      undertakings as those contained in the Corporate
  Guarantee.

            


    

     

    
      	
              12

            	
              English
      opinion

            


    

     

    an
opinion of Norton Rose LLP, special legal advisers on matters of English law to
the Agent;

     


    
      
         


      

      
        67

        
          

        

      

      
         


      

    


    


     

    
      	
              13

            	
              Marshall
      Islands and Liberian opinion

            


    

     

    an
opinion of Reeder & Simpson P.C., special legal advisers on matters of
Marshall Islands and Liberian law to the Agent;

     

    
      	
              14

            	
              Borrower's
      process agent

            


    

     

    a letter
from the Borrower's agent for receipt of service of proceedings referred to in
clause 18.2 accepting its appointment under the said clause and under each of
the other Security Documents in which it is or is to be appointed as the
Borrower's agent; and

     

    
      	
              15

            	
              Security
      Parties' process agent

            


    

     

    a letter
from each Security Party's agent for receipt of service of proceedings referred
to in each of the Security Documents to which such Security Party is a party,
accepting its appointment under each such Security Document.

     


    
      
         


      

      
        68

        
          

        

      

      
         


      

    


    


     

    Schedule
3

    Form
of Trust Deed

    


    


    THIS DECLARATION OF TRUST made
by NATIONAL BANK OF GREECE
S.A., LONDON BRANCH (the "Security Agent") is made on
[·] September
2009 and is supplemental to (and made pursuant to the terms of) a Facility Agreement dated [·] September 2009
(the "Agreement") and
made between (1) Aegean Marine Petroleum S.A. as Borrower, (2) the banks and
financial institutions mentioned in schedule 1 to the Agreement as the Banks,
(3) National Bank of Greece S.A. as Arranger and (4) National Bank of Greece
S.A., London Branch as Agent, Security Agent, Issuing Bank and Account
Bank.  Words and expressions defined in the Agreement shall have the
same meaning when used in this Deed.

     

    NOW THIS DEED WITNESSETH as
follows:

     

    
      	
              1

            	
              The
      Security Agent hereby acknowledges and declares that, from the date of
      this Deed, it holds and shall hold the Trust Property on trust for certain
      of the other Creditors on the terms and basis set out in the
      Agreement.

            


    

     

    
      	
              2

            	
              The
      declaration and acknowledgement contained in paragraph 1 above shall be
      irrevocable.

            


    

     

    IN WITNESS whereof the
Security Agent has executed this Deed the day and year first above
written.

     

    


     

    
      	
              EXECUTED as a DEED

            	
              )

            	 
      	 
      
	
              by

            	
              )

            	 
      	 
      
	
              for
      and on behalf of

            	
              )

            	 
      	 
      
	
              NATIONAL
      BANK OF GREECE S.A., LONDON BRANCH

            	
              )

            	 
      	
              Attorney-in-fact

            
	
              as
      Security Agent

            	
              )

            	 
      	 
      
	
              in
      the presence of:

            	
              )

            	 
      	 
      


    

    


     

    



    
      
         


      

      
        69

        
          

        

      

      
         


      

    


    


    Schedule
4

    Transfer
Certificate

    (referred
to in clause 15.3)

    


    TRANSFER
CERTIFICATE

     

    Banks
are advised not to employ Transfer Certificates or otherwise to assign or
transfer interests in the Facility Agreement without further ensuring that the
transaction complies with all applicable laws and regulations, including the
Financial Services and Markets Act 2000 and regulations made thereunder and
similar statutes which may be in force in other jurisdictions

     

    
      	
              To:

            	
              NATIONAL
      BANK OF GREECE S.A., LONDON BRANCH as agent on its own behalf and on
      behalf of the Borrower, the Account Bank, the Security Agent, the Issuing
      Bank and the Banks defined in the Facility Agreement referred to
      below.

            


    

    [Date]

     

    Attention:                      [·]

     

    This
certificate ("Transfer
Certificate") relates to a facility agreement dated [·] September 2009
(the "Facility
Agreement") and made between (1) Aegean Marine Petroleum S.A. (the "Borrower"), (2) the banks and
financial institutions defined therein as banks (the "Banks"), (3) National Bank of
Greece S.A. as Arranger and (4) National Bank of Greece S.A., London Branch as
Agent, Security Agent, Issuing Bank and Account Bank, in relation to a revolving
credit facility and a guarantee and letter of credit facility of up to Fifty
million Dollars ($50,000,000).  Terms defined in the Facility
Agreement shall, unless otherwise defined herein, have the same meanings herein
as therein.

     

    In this
Certificate:

     

    the
"Transferor" means
[full name] of [lending office];
and

     

    the
"Transferee" means
[full name] of [lending office].

     

    
      	
              1

            	
              The
      Transferor with full title guarantee assigns to the Transferee absolutely
      all rights and interests (present, future or contingent) which the
      Transferor has as a Bank under or by virtue of the Facility Agreement and
      all the Security Documents in relation to such parts of the participation
      of the Transferor (or its predecessors in title) in the Facility Agreement
      as are set out in the schedule.

            


    

     

    
      	
              2

            	
              By
      virtue of this Transfer Certificate and clause 15 of the Facility
      Agreement, the Transferor is discharged [entirely from its participation]
      [from such parts of its participation as are set out in the
      schedule].

            


    

     

    
      	
              3

            	
              The
      Transferee hereby requests the Agent (on behalf of itself, the Borrower,
      the Account Bank, the Security Agent, the Issuing Bank and the Banks) to
      accept the executed copies of this Transfer Certificate as being delivered
      pursuant to and for the purposes of clause 15.3 of the Facility Agreement so as to take
      effect in accordance with the terms thereof on [date of
      transfer].

            


    

     

    
      	
              4

            	
              The
      Transferee:

            


    

     

    
      	
               
      

            	
              4.1

            	
              confirms
      that it has received a copy of the Facility Agreement and the other
      Security Documents together with such other documents and information as
      it has required in connection with the transaction contemplated
      thereby;

            


    

     

    
      	
               
      

            	
              4.2

            	
              confirms
      that it has not relied and will not hereafter rely on the Transferor, the
      Agent, the Account Bank, the Security Agent, the Issuing Bank or the Banks
      to check or enquire on its

            


    

     


    
      
         


      

      
        70

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              behalf
      into the legality, validity, effectiveness, adequacy, accuracy or
      completeness of the Facility Agreement, any of the Security Documents or
      any such documents or information;

            


    

     

    
      	
               
      

            	
              4.3

            	
              agrees
      that it has not relied and will not rely on the Transferor, the Agent, the
      Account Bank, the Security Agent, the Issuing Bank or the Banks to assess
      or keep under review on its behalf the financial condition,
      creditworthiness, condition, affairs, status or nature of the Borrower, or
      any other Security Party (save as otherwise expressly provided
      therein);

            


    

     

    
      	
               
      

            	
              4.4

            	
              warrants
      that it has power and authority to become a party to the Facility
      Agreement and has taken all necessary action to authorise execution of
      this Transfer Certificate and to obtain all necessary approvals and
      consents to the assumption of its obligations under the Facility Agreement
      and the Security Documents; and

            


    

     

    
      	
               
      

            	
              4.5

            	
              if
      not already a Bank, appoints (i) the Agent to act as its agent and (ii)
      the Security Agent as its security agent and trustee, as provided in the
      Facility Agreement and the Security Documents and agrees to be bound by
      the terms of the Facility Agreement and the Security
      Documents.

            


    

     

    
      	
              5

            	
              The
      Transferor:

            


    

     

    
      	
               
      

            	
              5.1

            	
              warrants
      to the Transferee that it has full power to enter into this Transfer
      Certificate and has taken all corporate action necessary to authorise it
      to do so;

            


    

     

    
      	
               
      

            	
              5.2

            	
              warrants
      to the Transferee that this Transfer Certificate is binding on the
      Transferor under the laws of England, the country in which the Transferor
      is incorporated and the country in which its lending office is located;
      and

            


    

     

    
      	
               
      

            	
              5.3

            	
              agrees
      that it will, at its own expense, execute any documents which the
      Transferee reasonably requests for perfecting in any relevant jurisdiction
      the Transferee's title under this Transfer Certificate or for a similar
      purpose.

            


    

     

    
      	
              6

            	
              The
      Transferee hereby undertakes with the Transferor and each of the other
      parties to the Facility Agreement and the other Security Documents that it
      will perform in accordance with its terms all those obligations which by
      the terms of the Facility Agreement and the other Security Documents will
      be assumed by it after delivery of the executed copies of this Transfer
      Certificate to the Agent and satisfaction of the conditions (if any)
      subject to which this Transfer Certificate is expressed to take
      effect.

            


    

     

    
      	
              7

            	
              By
      execution of this Transfer Certificate on their behalf by the Agent and in
      reliance upon the representations and warranties of the Transferee, the
      Borrower, the Agent, the Security Agent, the Account Bank, the Issuing
      Bank and the Banks accept the Transferee as a party to the Facility
      Agreement and the Security Documents with respect to all those rights
      and/or obligations which by the terms of the Facility Agreement and the
      Security Documents will be assumed by the Transferee (including those
      about pro-rata sharing and the exclusion of liability on the part of, and
      the indemnification of, the Agent, the Account Bank, the Issuing Bank and
      the Security Agent as provided by the Facility Agreement) after delivery
      of the executed copies of this Transfer Certificate to the Agent and
      satisfaction of the conditions (if any) subject to which this Transfer
      Certificate is expressed to take
effect.

            


    

     

    
      	
              8

            	
              None
      of the Transferor, the Agent, the Security Agent, the Account Bank, the
      Issuing Bank or the Banks:

            


    

     

    
      	
               
      

            	
              8.1

            	
              makes
      any representation or warranty nor assumes any responsibility with respect
      to the legality, validity, effectiveness, adequacy or enforceability of
      the Facility Agreement or any of the Security Documents or any document
      relating thereto; or

            


    

     

    
      	
               
      

            	
              8.2

            	
              assumes
      any responsibility for the financial condition of the Borrower or any
      other Security Party or any party to any such other document or for the
      performance and observance by the Borrower or any other Security Party or
      any party to any such other document (save as otherwise expressly provided
      therein) and any and all such conditions and warranties, whether express
      or implied by law or otherwise, are hereby excluded (except as
      aforesaid).

            


    

     


    
      
         


      

      
        71

        
          

        

      

      
         


      

    


    


     

    
      	
              9

            	
              The
      Transferor and the Transferee each undertake that they will on demand
      fully indemnify the Agent in respect of any claim, proceeding, liability
      or expense which relates to or results from this Transfer Certificate or
      any matter concerned with or arising out of it unless caused by the
      Agent's gross negligence or wilful misconduct, as the case may
      be.

            


    

     

    
      	
              10

            	
              The
      agreements and undertakings of the Transferee in this Transfer Certificate
      are given to and for the benefit of and made with each of the other
      parties to the Facility Agreement and the Security
    Documents.

            


    

     

    
      	
              11

            	
              This
      Transfer Certificate is governed by, and shall be construed in accordance
      with, English law.

            


    

     

    
      	 
      	
              Transferor

            	 
      	
              Transferee

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              By:

            	 
      	 
      	
              By:

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              Dated:

            	 
      	 
      	
              Dated:

            	 
      


    

    


    Agent

     

    Agreed
for and on behalf of itself as Agent, the Borrower, the Security Agent, the
Account Bank, the Issuing Bank and the Banks

    


     

    NATIONAL
BANK OF GREECE S.A., LONDON BRANCH

     

    
      	
              By:

            	 
      	 
      
	 
      	 
      	 
      
	
              Dated:

            	 
      	 
      


    

    


    Note:           The
execution of this Transfer Certificate alone may not transfer a proportionate
share of the Transferor's interest in the security constituted by the Security
Documents in the Transferor's or Transferee's jurisdiction.  It is the
responsibility of the Transferee to ascertain whether any other documents are
required to perfect a transfer of such a share in the Transferor's interest in
such security in any such jurisdiction and, if so, to seek appropriate advice
and arrange for execution of the same.

     


    
      
         


      

      
        72

        
          

        

      

      
         


      

    


    


     

    The
Schedule

     

    


     

    [Note:
Outstandings, Contributions, Commitments and Percentages must be transferred in
the same proportions]

     

    Outstandings
of Transferor: $[·]

    Portion
Transferred: [·]%

     

    Commitment
of Transferor: $[·]

    Portion
Transferred: $[·]

    


    Contribution
of Transferor: $[·]

    Portion
Transferred: $[·]

     

    Percentage
of Transferor immediately before transfers: [·]%

     

    Percentage
of Transferee following transfers: [·]%

     

    Administrative
Details of Transferee

     

    Name of
Transferee:

    Lending
Office:

     

    Contact
Person

    (Loan
Administration Department):

    Telephone:

    Telefax
No:

     

    Contact
Person

    (Credit
Administration Department):

    Telephone:

    Telefax
No:

    Account
for payments:

     


    
      
         


      

      
        73

        
          

        

      

      
         


      

    


    


     

    Schedule
5

    Form
of Drawdown Notice and Issue Request

     

    Part
A

    Form
of Drawdown Notice

    (referred
to in clause 2.2)

     

    


    To:           National
Bank of Greece S.A., London Branch

    75 King William Street

    London EC4N 7BE

    England

    (as Agent)

    
      	
               
      

            	
               [·] 200[·]

            


    

     

    Revolving
Credit Facility and Guarantee and Letter of Credit Facility of up to
US$50,000,000

    Facility
Agreement dated [·] September 2009
(the "Facility Agreement")

     

    We refer
to the Facility Agreement and hereby give you notice that we wish to draw down
an Advance of the RC Facility, namely $[·] on [·] 200[·] and select [a
first Interest Period in respect thereof of [·] months] [the first
interest period in respect hereof to expire on [·] 200[·]].  The
funds should be credited to [name and number of account]
with [details of bank in New
York City].

     

    We
confirm that:

     

    
      	
              (a)

            	
              no
      event or circumstance has occurred and is continuing which constitutes a
      Default;

            


    

     

    
      	
              (b)

            	
              the
      representations and warranties contained in (i) clauses 7.1, 7.2 and
      7.3(b) of the Facility Agreement and (ii) clause 4 of the Corporate
      Guarantee, are true and correct at the date hereof as if made with respect
      to the facts and circumstances existing at such date;
  and

            


    

     

    
      	
              (c)

            	
              there
      has been no material adverse change in our financial position or the
      financial position of the Corporate Guarantor or any other Relevant Party
      or the consolidated financial position of the Group from that described by
      or on behalf of ourselves to the Agent and the Banks in the negotiation of
      the Facility Agreement.

            


    

     

    Words and
expressions defined in the Facility Agreement shall have the same meanings where
used herein.

    


    


    


    


    ........................................................

    For and
on behalf of

    AEGEAN
MARINE PETROLEUM S.A.

    



    
      
         


      

      
        74

        
          

        

      

      
         


      

    


    


    Part
B

    Form
of Issue Request

    (referred
to in clause 2.3)

     

    


    
       

      
        	To:   	
                National
      Bank of Greece S.A., London Branch

                75
      King William Street

                London
      EC4N 7BE

                England

                (as
      Agent and Issuing Bank)

              


      

            

    

    
    

    
      	
               
      

            	
              [·] 200[·]

            


    

     

    Revolving
Credit Facility and Guarantee and Letter of Credit Facility of up to
US$50,000,000

    Facility
Agreement dated [·] September 2009
(the "Facility Agreement")

     

    We refer
to the Facility Agreement and hereby request that the Issuing Bank issues a UC
in the form attached as follows:

     

    
      	
              (a)

            	
              currency
      and amount of the L/C: [·];

            


    

     

    
      	
              (b)

            	
              Issue
      Date of the L/C: [·];

            


    

     

    
      	
              (c)

            	
              Expiry
      Date of the L/C: [·];
      and

            


    

     

    
      	
              (d)

            	
              delivery
      instructions: [·].

            


    

     

    We
confirm that:

     

    
      	
              (d)

            	
              no
      event or circumstance has occurred and is continuing which constitutes a
      Default;

            


    

     

    
      	
              (e)

            	
              the
      representations and warranties contained in (i) clauses 7.1, 7.2 and
      7.3(b) of the Facility Agreement and (ii) clause 4 of the Corporate
      Guarantee, are true and correct at the date hereof as if made with respect
      to the facts and circumstances existing at such date;
  and

            


    

     

    
      	
              (f)

            	
              there
      has been no material adverse change in our financial position or the
      financial position of the Corporate Guarantor or any other Relevant Party
      or the consolidated financial position of the Group from that described by
      or on behalf of ourselves to the Agent and the Banks in the negotiation of
      the Facility Agreement.

            


    

     

    Words and
expressions defined in the Facility Agreement shall have the same meanings where
used herein.

    


    


    


    


    ........................................................

    For and
on behalf of

    AEGEAN
MARINE PETROLEUM S.A.

    


    



    
      
         


      

      
        75

        
          

        

      

      
         


      

    


    


     

    Schedule
6

     

    Mandatory
Cost formula

     

    
      	
              1

            	
              The
      Mandatory Cost is an addition to the interest rate to compensate Banks 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 Bank, in accordance with the paragraphs set out
      below.  The Mandatory Cost will be calculated by the Agent as a
      weighted average of the Banks' Additional Cost Rates (weighted in
      proportion to the percentage participation of each Bank in the Loan or any
      relevant unpaid sum) and will be expressed as a percentage rate per
      annum.

            


    

     

    
      	
              3

            	
              The
      Additional Cost Rate for any Bank lending from a lending office in a
      Participating Member State will be the percentage notified by that Bank to
      the Agent.  This percentage will be certified by that Bank in
      its notice to the Agent to be its reasonable determination of the cost
      (expressed as a percentage of that Bank's participation in the Loan or the
      relevant unpaid sum made from that lending office) of complying with the
      minimum reserve requirements of the European Central Bank in respect of
      loans made from that lending
office.

            


    

     

    
      	
              4

            	
              The
      Additional Cost Rate for any Bank lending from a lending office in the
      United Kingdom will be calculated by the Agent as
  follows:

            


    

    


    
      	 
      	
              E x
0.01

            	 
      	
              per
      cent per annum.

            
	 
      	
              300

            	 
      


    

    


     

    Where
E is designed to
compensate Banks for amounts payable under the Fees Rules and is calculated by
the Agent as being the most recent rate of charge supplied by the Reference Bank
to the Agent pursuant to paragraph 6 below and expressed in pounds per
£1,000,000.

     

    
      	
              5

            	
              For
      the purposes of this Schedule:

            


    

     

    
      	
               
      

            	
              (a)

            	
              "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;

            


    

     

    
      	
               
      

            	
              (b)

            	
              "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);

            


    

     

    
      	
               
      

            	
              (c)

            	
              "Special Deposits" has
      the meaning given to it from time to time under or pursuant to the Bank of
      England Act 1998 or (as may be appropriate) by the Bank of England;
      and

            


    

     

    
      	
               
      

            	
              (d)

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

            


    

     

    
      	
              6

            	
              If
      requested by the Agent, the Reference Bank shall, as soon as practicable
      after publication by the Financial Services Authority, supply to the
      Agent, the rate of charge payable by the 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 the Reference Bank as being the average of the Fee Tariffs
      applicable to the Reference Bank for that financial year) and expressed in
      pounds per £1,000,000 of the Tariff Base of that Reference
      Bank.

            


    

     


    
      
         


      

      
        76

        
          

        

      

      
         


      

    


    


     

    
      	
              7

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

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      jurisdiction of its lending office;
and

            


    

     

    
      	
               
      

            	
              (b)

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

            


    

     

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

     

    
      	
              8

            	
              The
      rate of charge of the Reference Bank for the purpose of E above shall be
      determined by the Agent based upon the information supplied to it pursuant
      to paragraphs 6 and 7 above and on the assumption that, unless a Bank
      notifies the Agent to the contrary, each Bank'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 lending office
      in the same jurisdiction as its lending
office.

            


    

     

    
      	
              9

            	
              The
      Agent shall have no liability to any person if such determination results
      in an Additional Cost Rate which over or under compensates any Bank and
      shall be entitled to assume that the information provided by any Bank or
      the Reference Bank pursuant to paragraphs 3, 6 and 7 above is true and
      correct in all respects.

            


    

     

    
      	
              10

            	
              The
      Agent shall distribute the additional amounts received as a result of the
      Mandatory Cost to the Banks on the basis of the Additional Cost Rate for
      each Bank based on the information provided by each Bank and the Reference
      Bank pursuant to paragraphs 3, 6 and 7
above.

            


    

     

    
      	
              11

            	
              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 Bank shall, in the absence of manifest error, be conclusive and
      binding on all parties to this
Agreement.

            


    

     

    
      	
              12

            	
              The
      Agent may from time to time, after consultation with the Borrower and the
      Banks, determine and notify to all parties to this Agreement 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 to
      this Agreement.

            


    

     

    



    
      
         


      

      
        77

        
          

        

      

      
         


      

    


    


     

    Schedule
7

     

    Form
of Borrowing Base Report

     

    


     

    


     


    
      
         


      

      
        78

        
          

        

      

      
         


      

    


    


    
      	 
      	
              )

            	 
      	 
      
	
              SIGNED
by

            	
              )

            	 
      	 
      
	
              for
      and on behalf of

            	
              )

            	 
      	 
      
	
              AEGEAN
      MARINE PETROLEUM S.A.

            	
              )

            	 
      	
              Attorney-in-fact

            
	
              as
      Borrower

            	
              )

            	 
      	 
      
	 
      	
              )

            	 
      	 
      


    

    


    
      	
              SIGNED
by

            	
              )

            	 
      	 
      
	
              and
      by

            	
              )

            	 
      	 
      
	
              for
      and on behalf of

            	
              )

            	 
      	 
      
	
              NATIONAL
      BANK OF GREECE S.A., LONDON BRANCH

            	
              )

            	 
      	
              Authorised
      Signatories

            
	
              as
      Agent, Security Agent,

            	
              )

            	 
      	 
      
	
              Issuing
      Bank and Account Bank

            	
              )

            	 
      	 
      


    

    


    


    


    
      	
              SIGNED
by

            	
              )

            	 
      	 
      
	
              and
      by

            	
              )

            	 
      	 
      
	
              for
      and on behalf of

            	
              )

            	 
      	 
      
	
              NATIONAL
      BANK OF GREECE S.A.

            	
              )

            	 
      	
              Authorised
      Signatories

            
	
              as
      Arranger

            	
              )

            	 
      	 
      
	 
      	 
      	 
      	 
      


    

    


    


    
      	
              SIGNED
by

            	
              )

            	 
      	 
      
	
              and
      by

            	
              )

            	 
      	 
      
	
              for
      and on behalf of

            	
              )

            	 
      	 
      
	
              NATIONAL
      BANK OF GREECE S.A., LONDON BRANCH

            	
              )

            	 
      	
              Authorised
      Signatories

            
	
              as
      Bank

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


    

    


    


    



    
      
         


      

      
        79