Unassociated Document


    Exhibit
10.1

    


    FACILITY
AGREEMENT

    for
an up to US$120,000,000

    Reducing
Revolving Credit Facility

    to

    GLOBUS
MARITIME LIMITED

     

    provided
by

    CREDIT
SUISSE

    


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Contents

     

    
      
        
          
            	
                    Clause

                  	
                    Page

                  
	 
      	 
      	 
      
	
                    1

                  	
                    Purpose
      and definitions

                  	
                    1

                  
	 
      	 
      	 
      
	
                    2

                  	
                    The
      Commitment and the Advances

                  	
                    12

                  
	 
      	 
      	 
      
	
                    3

                  	
                    Interest

                  	
                    14

                  
	 
      	 
      	 
      
	
                    4

                  	
                    Repayment,
      reduction and cancellation

                  	
                    15

                  
	 
      	 
      	 
      
	
                    5

                  	
                    Fees,
      commission and expenses

                  	
                    19

                  
	 
      	 
      	 
      
	
                    6

                  	
                    Payments
      and taxes; accounts and calculations

                  	
                    20

                  
	 
      	 
      	 
      
	
                    7

                  	
                    Representations
      and warranties

                  	
                    21

                  
	 
      	 
      	 
      
	
                    8

                  	
                    Undertakings

                  	
                    26

                  
	 
      	 
      	 
      
	
                    9

                  	
                    Conditions

                  	
                    31

                  
	 
      	 
      	 
      
	
                    10

                  	
                    Events
      of Default

                  	
                    32

                  
	 
      	 
      	 
      
	
                    11

                  	
                    Indemnities

                  	
                    36

                  
	 
      	 
      	 
      
	
                    12

                  	
                    Unlawfulness
      and increased costs

                  	
                    37

                  
	 
      	 
      	 
      
	
                    13

                  	
                    Security
      and set-off

                  	
                    39

                  
	 
      	 
      	 
      
	
                    14

                  	
                    Assignment,
      transfer and lending office

                  	
                    40

                  
	 
      	 
      	 
      
	
                    15

                  	
                    Notices
      and other matters

                  	
                    41

                  
	 
      	 
      	 
      
	
                    16

                  	
                    Governing
      law and jurisdiction

                  	
                    42

                  
	 
      	 
      	 
      
	
                    Schedule
      1 Form of Drawdown Notice

                  	
                    44

                  
	 
      	 
      
	
                    Schedule
      2 Documents and evidence required as conditions precedent to the
      Commitment being made available

                  	
                    45

                  
	 
      	 
      
	
                    Schedule
      3 Form of Master Swap Agreement

                  	
                    54

                  
	 
      	 
      
	
                    Schedule
      4 Form of Master Agreement Security Deed

                  	
                     

                  
	 
      	 
      
	
                    Schedule
      5 Form of Owner’s Guarantee

                  	
                     

                  
	 
      	 
      
	
                    Schedule
      6 Form of Mortgage

                  	
                     

                  
	 
      	 
      
	
                    Schedule
      7 Form of General Assignment

                  	
                     

                  
	 
      	 
      
	
                    Schedule
      8 Form of Manager’s Undertaking

                  	
                     

                  
	 
      	 
      
	
                    Schedule
      9 Form of Charter Assignment

                  	
                     

                  


          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THIS AGREEMENT is dated 26
November 2007 and made BETWEEN:

     

    
      	
                 (1)

            	
              GLOBUS MARITIME LIMITED
      as Borrower; and

            


    

     

    
      	
                 (2)

            	
              CREDIT SUISSE as
      Bank.

            


    

     

    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 Bank
agrees to make available to the Borrower a reducing revolving credit facility of
up to One hundred and twenty million Dollars ($120,000,000) for the purpose
of:

     

    
      	
               
      

            	
              (a)

            	
              refinancing
      in full the Borrower’s existing Indebtedness secured on Island
      Globe;

            


    

     

    
      	
               
      

            	
              (b)

            	
              assisting
      the Borrower in advancing intra-Group loans to the River Globe Owner and
      the Tiara Globe Owner for the acquisition by them of River Globe and Tiara Globe, respectively;
      and

            


    

     

    
      	
               
      

            	
              (c)

            	
              providing
      the Borrower with general working
capital.

            


    

     

    
      	
              1.2

            	
              Definitions

            


    

     

    In this
Agreement, unless the context otherwise requires:

     

    “Accounting Information” means
(a) the annual audited consolidated financial statements of the Group and (b)
the semi-annual unaudited consolidated financial statements of the Group, each
as provided or (as the context may require) to be provided to the Bank in
accordance with clause 8.1.5;

     

    “Accounting Period” means (a)
each financial year of the Borrower and (b) the first half-year of each
financial year of the Borrower, for which Accounting Information is required to
be delivered pursuant to this Agreement;

     

    “Advance” means each borrowing
by the Borrower of a portion of the Commitment or (as the context may require)
the principal amount of such borrowing for the time being outstanding and “Advances” means any or all of
them;

     

    “Applicable Accounting
Principles” means generally accepted international accounting principles
and practices;

     

    “Assignee” has the meaning
ascribed thereto in clause 14.3;

     

    “Availability Period” means the
period commencing on the date of this Agreement and ending on the earlier of (a)
the date falling three (3) months prior to the Final Maturity Date, (b) the date
on which the Commitment is reduced to zero pursuant to clauses 4.4, 10.2 or
12 and (c) the date on which the Commitment is cancelled in full pursuant to
clause 4.7;

     

    “Available Amount” means, at
any relevant time, the amount by which the Commitment exceeds the aggregate of
all Advances outstanding at such time;

     

    “Bank” means Credit Suisse, a
company incorporated in Switzerland with its registered office at Paradeplatz 8,
8070 Zurich, Switzerland acting for the purposes of this Agreement through its
branch at St. Alban-Graben 1-3, 4002 Basel, Switzerland (or of such other
address as may last have been notified to the other parties to this Agreement
pursuant to clause 15.1.3) and includes its successors in title, Assignees or
Transferees;


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    “Banking Day” means a day on
which dealings in deposits in Dollars are carried on in the London Interbank
Eurocurrency Market and (other than Saturday or Sunday) on which banks are open
for business in London (England), Athens (Greece), Basel (Switzerland) and New
York City (U.S.A.) (or any other relevant place of payment under clause
6);

     

    “Borrowed Money” means
Indebtedness in respect of (i) money borrowed or raised and debit balances at
banks, (ii) any bond, note, loan stock, debenture or similar debt instrument,
(iii) acceptance or documentary credit facilities, (iv) receivables sold or
discounted (otherwise than on a non-recourse basis), (v) deferred payments for
assets or services acquired, (vi) finance leases and hire purchase contracts,
(vii) swaps, forward exchange contracts, futures and other derivatives, (viii)
any other transaction (including without limitation forward sale or purchase
agreements) having the commercial effect of a borrowing or raising of money or
of any of (ii) to (vii) above and (ix) guarantees in respect of Indebtedness of
any person falling within any of (i) to (viii) above;

     

    “Borrower” means Globus
Maritime Limited of Walker House, 28-34 Hill Street, St. Helier, Jersey JE4 8PN
and includes its successors in title;

     

    “Borrower’s Security Documents”
means, at any relevant time, such of the Security Documents as shall have been
executed by the Borrower at such time;

     

    “Charter Assignment” means, in
relation to a Ship, a first priority specific assignment of any Security Charter
of such Ship executed or (as the context may require) to be executed by the
relevant Owner in favour of the Bank in the form set out in schedule 9 and
“Charter Assignments”
means any of all of them;

     

    “Charterer” means, in relation
to a Security Charter, such person as shall be acceptable to the Bank which is
the charterer of the relevant Ship under such Security Charter;

     

    “Classification” means, in
relation to a Ship, the highest class available to a vessel of that Ship’s type
with the relevant Classification Society or such other classification as the
Bank shall, at the request of the Owner of such Ship, has agreed in writing
shall be treated as the Classification in relation to such Owner’s Ship for the
purposes of the relevant Ship Security Documents;

     

    “Classification Society” means,
in relation to a Ship, such classification society (being a member of the
International Association of Classification Societies (“IACS”)) which the Bank
shall, at the request of an Owner, agree in writing shall be treated as the
Classification Society in relation to such Owner’s Ship for the purposes of the
relevant Ship Security Documents;

     

    “Code” means the International
Management Code for the Safe Operation of Ships and for Pollution Prevention
constituted pursuant to Resolution A. 741 (18) of the International Maritime
Organisation and incorporated into the International Convention for the Safety
of Life at Sea 1974 (as amended) and includes any amendments or extensions
thereto and any regulation issued pursuant thereto;

     

    “Commitment” means the
aggregate amount which the Bank has agreed to lend to the Borrower under
clause 2.1 as reduced or cancelled by any relevant term of this
Agreement;

     

    “Compulsory Acquisition” means,
in relation to a Ship, requisition for title or other compulsory acquisition,
requisition, appropriation, expropriation, deprivation, forfeiture or
confiscation for any reason of such Ship by any Government Entity or other
competent authority, whether de jure or de facto, but shall exclude requisition
for use or hire not involving requisition of title;

     

    “Confirmation” shall have, in
relation to any continuing Designated Transaction, the meaning given to it in
the Master Swap Agreement;


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    “Consolidated Cash and Cash
Equivalents” means, in respect of an Accounting Period, Liquid Assets to
which any member of the Group is beneficially entitled at that time, as stated
in the most recent Accounting Information relevant to such Accounting
Period;

     

    “Consolidated Market Adjusted Net Worth”
means, in respect of an Accounting Period, the aggregate of the amounts paid-up
or credited as paid-up on the Borrower’s issued share capital and the amount of
the consolidated capital and revenue reserves of the Group (including any share
premium account, capital redemption reserve fund and any credit balance on the
consolidated profit and loss account of the Group) all as shown by the
consolidated balance sheet and profit and loss account of the Group contained in
the Accounting Information relevant to such Accounting Period, but
after:

     

    
      	
               
      

            	
              (a)

            	
              deducting
      any debit balance on such consolidated profit and loss
      account;

            


    

     

    
      	
               
      

            	
              (b)

            	
              deducting
      any amount shown in such consolidated balance sheet in respect of goodwill
      (including good will arising on consolidation) and other intangible
      assets;

            


    

     

    
      	
               
      

            	
              (c)

            	
              deducting
      (so far as not otherwise excluded as attributable to minority interests) a
      sum equal to the aggregate of the amount by which the book value of any
      fixed assets of any member of the Group has been written up after 31
      December 2006 (or, in the case of a company becoming a subsidiary after
      that date, the date on which that company became a subsidiary) by way of
      revaluation.  For the purposes of this paragraph (c) any
      increase in the book value of any fixed asset resulting from its transfer
      by one member of the Group to another member of the Group shall be deemed
      to result from a writing up of its book value by way of
      revaluation;

            


    

     

    
      	
               
      

            	
              (d)

            	
              excluding
      amounts set aside for taxation as at the date of such balance sheet and
      making such adjustments as may be appropriate in respect of any
      significant additional taxation expected to result from transactions
      carried out by any member of the Group after such date and not reflected
      in that balance sheet;

            


    

     

    
      	
               
      

            	
              (e)

            	
              deducting
      all amounts attributable to minority interests in
      Subsidiaries;

            


    

     

    
      	
               
      

            	
              (f)

            	
              making
      such adjustments as may be appropriate in respect of any variation in the
      amount of such paid up share capital or any such reserves after the date
      of the relevant balance sheet (but so that no such adjustment shall be
      made in respect of any variation in profit and loss account except to the
      extent of any profit or loss, calculated on a cumulative basis, recorded
      in the consolidated profit and loss account of the Group delivered to the
      Bank before the date of this Agreement, or under clause 8.1.5 in
      respect of any subsequent period);

            


    

     

    
      	
               
      

            	
              (g)

            	
              making
      such adjustments as may be appropriate in respect of any distribution
      declared, recommended or made by any member of the Group (otherwise than
      attributable directly or indirectly to the Borrower) out of profits earned
      up to and including the date of the latest audited balance sheet of that
      member of the Group to the extent that such distribution is not provided
      for in that balance sheet;

            


    

     

    
      	
               
      

            	
              (h)

            	
              making
      such adjustments as may be appropriate in respect of any variation in the
      interests of the Borrower in its Subsidiaries since the date of the latest
      consolidated balance sheet of the
Group;

            


    

     

    
      	
               
      

            	
              (i)

            	
              if
      the calculation is required for the purpose of or in connection with a
      transaction under or in connection with which any company is to become or
      cease to be a Subsidiary of the Borrower, making all such adjustments as
      would be appropriate if that transaction had been carried into
      effect;

            


    

     

    
      	
               
      

            	
              (j)

            	
              making
      such adjustments as may be appropriate in the opinion of the Bank in order
      that the above amounts are calculated in accordance with the Applicable
      Accounting Principles; and

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (k)

            	
              making
      such adjustments (downwards or upwards, as the case may be) at any
      relevant time to take account of the difference between the book values of
      the Fleet Vessels and the Fleet Market
Value;

            


    

     

    “Contract” means:

     

    
      	  	
              (a) 

            	
              in
      relation to River
      Globe, the River Globe Contract;
  or

            


    

     

    
      	  	
              (b) 

            	
              in
      relation to Tiara
      Globe, the Tiara Globe
  Contract,

            


    

     

    and
“Contracts” means either
or both 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;

     

    “Delivery Date” means, in
relation to a Ship (other than Island Globe), the date on
which the relevant Ship is delivered to, and accepted by, the relevant Owner
under the relevant Contract;

     

    “Designated Transaction” means
a Transaction which is entered into by the Borrower with the Bank as
contemplated by clause 2.7;

     

    “DOC” means a document of
compliance issued to an Operator in accordance with rule 13 of the
Code;

     

    “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 within the
Availability Period, on which an Advance is, or is to be, made
available;

     

    “Drawdown Notice” means, in
relation to each Advance, a notice substantially in the form of schedule 1
in respect of such Advance;

     

    “Early Termination Date” shall
have, in relation to any continuing Designated Transaction, the meaning given to
it in the Master Swap Agreement;

     

    “Earnings” means, in relation
to a Ship, all moneys whatsoever from time to time due or payable to the Owner
owning such Ship during the Security Period arising out of the use or operation
of such Ship including (but without limiting the generality of the foregoing)
all freight, hire and passage moneys, income arising under pooling arrangements,
compensation payable to the Owner of such Ship in the event of the requisition
of such Ship for hire, remuneration for salvage and towage services, demurrage
and detention moneys and damages for breach (of payments for variation or
termination) of any charterparty or other contract for the employment of such
Ship;

     

    “Encumbrance” means any
mortgage, charge (whether fixed or floating), pledge, lien, hypothecation,
assignment, trust arrangement or security interest or other encumbrance of any
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 Affiliate” means
any agent or employee of any Security Party or any other Relevant Party or any
person having a contractual relationship with a Security Party or any other
Relevant Party in connection with any Relevant Ship or its operation or the
carriage of cargo and/or passengers thereon and/or the provision of goods and/or
services on or from such Relevant Ship;


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    “Environmental Approval” means
any consent, authorisation, licence or approval of any governmental or public
body or authorities or courts applicable to any Relevant Ship or its operation
or the carriage of cargo and/or passengers thereon and/or the provision of goods
and/or services on or from such Relevant Ship required under any Environmental
Law;

     

    “Environmental Claim” means any
and all enforcement, clean-up, removal or other governmental or regulatory
actions or orders instituted or completed pursuant to any Environmental Law or
any Environmental Approval together with claims made by any third party relating
to damage, contribution, loss or injury, resulting from any actual or threatened
emission, spill, release or discharge of a Pollutant from any Relevant
Ship;

     

    “Environmental Laws” means all
national, international and state laws, rules, regulations, treaties and
conventions applicable to any Relevant Ship pertaining to the pollution or
protection of human health or the environment including, without limitation, the
carriage of Pollutants and actual or threatened emissions, spills, releases or
discharges of Pollutants;

     

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

     

    "Equity Ratio" means, in
respect of an Accounting Period, the ratio of (a) the Consolidated Market
Adjusted Net Worth to (b) the Total Assets, in respect of such Accounting
Period;

     

    “Final Maturity Date” means the
earlier of (a) the date falling ninety-six (96) months after the first Drawdown
Date and (b) 31 December 2015;

     

    “Flag State” means, in relation
to each Ship, the Marshall Islands or such other state or territory designated
in writing by the Bank, at the request of an Owner, as being the “Flag State” of such Owner’s
Ship for the purposes of the relevant Ship Security Documents;

     

    “Fleet Market Value” means, as
of the date of calculation, the aggregate market value of the Fleet Vessels as
most recently determined by the Bank pursuant to the provisions of
clause 8.4.6 (at the expense of the Borrower);

     

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

     

    “General Assignment” means, in
relation to each Ship, a general assignment executed or (as the context may
require) to be executed by the relevant Owner in favour of the Bank in the form
set out in schedule 7 and “General Assignments” means any
or all of them;

     

    “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
Borrower and its Subsidiaries from time to time (which, for the avoidance of
doubt, shall include the Owners and the Manager) and “member of the Group” shall be
construed accordingly;

     

    “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;

     

    “Initial Charter”
means:

     

    
      	
               
      

            	
              (a)

            	
              in
      relation to Island
      Globe, the charterparty dated 10 April 2007 made between the Island
      Globe Owner and D/S Norden A.S. as
charterer;

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
              (b)

            	
              in
      relation to Tiara
      Globe, the charterparty dated 16 October 2007 made between the
      Tiara Globe Owner and Korealine Corporation of Seoul, Korea as charterer;
      or

            


    

     

    
      	
               
      

            	
              (c)

            	
              in
      relation to River
      Globe, such charterparty of such Ship with a minimum tenor of
      twenty four (24) months and made between the River Globe Owner and such
      charterer, and otherwise on such terms, as are acceptable to the Bank in
      its absolute discretion,

            


    

     

    and
“Initial Charters” means
any or all of them;

     

    “Insurances” means, in relation
to a Ship, all policies and contracts of insurance (which expression includes
all entries of such Ship in a protection and indemnity or war risks association)
which are from time to time during the Security Period in place or taken out or
entered into by or for the benefit of the Owner of such Ship (whether in the
sole name of such Owner, or in the joint names of such Owner and the Bank or
otherwise) in respect of such Ship and her Earnings or otherwise howsoever in
connection with such Ship and all benefits thereof (including claims of
whatsoever nature and return of premiums);

     

    “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;

     

    “Island
Globe” means the motor vessel m.v. Island Globe, a 1995-built,
73,119 dwt bulk carrier, registered in the
ownership of the Island Globe Owner under the laws and flag of the relevant Flag
State under Official Number 2861;

     

    “Island Globe Owner” means
Eleanor Maritime Limited of Trust Company Complex, Ajeltake Road, Ajeltake
Island, Majuro, Marshall Islands MH96960 and includes its successors in
title;

     

    “ISPS Code” means the
International Ship and Port Facility Security Code constituted pursuant to
resolution A.924(22) of the International Maritime Organization now set out in
Chapter XI-2 of the International Convention for the Safety of Life at Sea 1974
(as amended) as adopted by a Diplomatic conference of the International Maritime
Organisation on Maritime Security in December 2002 and includes any amendments
or extensions thereto and any regulation issued pursuant thereto;

     

    “ISSC” means, in relation to a
Ship, an International Ship Security Certificate issued in respect of such Ship
pursuant to the ISPS Code;

     

    “LIBOR” means, in relation to
any amount and for any period, the offered rate (if any) for deposits of Dollars
for such amount and for such period which is:

     

    
      	
               
      

            	
              (a)

            	
              the
      rate for such period, appearing 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),
      at or about 11:00 a.m. (London time) on the Quotation Date;
    or

            


    

     

    
      	
               
      

            	
              (b)

            	
              if
      on such date no such rate is displayed, the Bank’s offered rate for
      deposits of Dollars in an amount approximately equal to the amount in
      relation to which LIBOR is to be determined for a period equivalent to
      such period to prime banks in the London Interbank Market at or about
      11:00 a.m. (London time) on the Quotation Date for such
      period;

            


    

     

    “Liquid Assets”
means:

     

    
      	
               
      

            	
              (a)

            	
              cash
      in hand or on deposit with any
bank;

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (b)

            	
              certificates
      of deposit, maturing within one (1) year after the relevant date of
      calculation, issued by a bank; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      other instrument, security or investment approved by the
    Bank;

            


    

     

    “Loan” means the aggregate
principal amount owing to the Bank under this Agreement at any relevant
time;

     

    “Management Agreement” means,
in relation to each Ship, the management agreement made or (as the context may
require) to be made between the relevant Owner and the Manager of that Ship in a
form previously agreed in writing by the Bank, providing for (inter alia) the
Manager to carry out the technical an/or commercial management of such Ship and
“Management Agreements”
means any or all of them;

     

    “Manager” means, in relation to
a Ship, Globus Shipmanagement Corp. of Trust Company Complex, Ajeltake Road,
Ajeltake Island, Majuro, Marshall Islands MH96960, or such other person or
persons as may be appointed from time to time as technical and commercial
manager of such Ship with the prior written consent of the Bank and includes its
successors in title;

     

    “Manager’s Undertaking” means,
in relation to each Ship, the undertaking and assignment in respect of that Ship
executed or (as the context may require) to be executed by the Manager in favour
of the Bank, in the form set out in schedule 8 and “Manager’s Undertakings” means
any or all of them;

     

    “Margin” means:

     

    
      	
               
      

            	
              (a)

            	
              subject
      to paragraph (b) below, zero point nine five per cent (0.95%) per annum;
      or

            


    

     

    
      	
               
      

            	
              (b)

            	
              for
      any period determined by the Bank during which the Security Value is
      higher than two hundred per cent (200%) of the aggregate of (i) the Loan
      and (ii) the Swap Exposure minus (iii) any balance then standing to the
      credit of Security Accounts, zero point seven five per cent (0.75%) per
      annum;

            


    

     

    “Master Agreement Security
Deed” means a security deed executed or (as the context may require) to
be executed by the Borrower in favour of the Bank in the form set out in
schedule 4;

     

    “Master Swap Agreement” means
the agreement made or (as the context may require) to be made between the Bank
and the Borrower comprising a 2002 ISDA Master Agreement (including the
Schedule) in the form set out in schedule 3 and includes any Designated
Transactions from time to time entered into and any Confirmations from time to
time exchanged thereunder and governed thereby;

     

    “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;

     

    “Mortgage” means, in relation
to each Ship, the first preferred Marshall Islands mortgage over that Ship
executed or (as the context may require) to be executed by the relevant Owner in
favour of the Bank in the form set out in schedule 6, and “Mortgages” means any or all of
them;


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    “Mortgaged Ship” means, at any
relevant time, any Ship which is at such time subject to a Mortgage and/or the
Earnings, Insurances and Requisition Compensation of which are subject to an
Encumbrance pursuant to the relevant Ship Security Documents and a Ship shall
for the purposes of this Agreement be deemed to be a Mortgaged Ship as from the
date that the Mortgage of that Ship shall have been executed and registered in
accordance with this Agreement until whichever shall be the earlier of (i) the
payment in full of the amount required by the Bank to be paid pursuant to clause
4.4 following the sale or Total Loss of such Ship and (ii) the date on which all
moneys owing under the Security Documents have been repaid in full;

     

    “Net Profit” means, in relation
to any financial half-year of the Borrower, the net pre-taxation profits of the
Borrower for such financial half-year, as shown in the Accounting Information
for such financial half-year;

     

    “Operating Account” means, in
relation to each Owner and its Ship, a Dollar account of that Owner opened or
(as the context may require) to be opened with the Bank and includes any
sub-accounts thereof and any other account designated in writing by the Bank to
be an Operating Account for that Owner and its Ship and “Operating Accounts” means any
or all of them;

     

    “Operating Account Pledge”
means, in relation to each Operating Account, a first priority account pledge
over (inter alia) that Operating Account, executed or (as the context may
require) to be executed by the relevant Owner and the Bank, in such form as the
Bank may require in its sole discretion and “Operating Account Pledges”
means any or all of them;

     

    “Operator” means any person who
is from time to time during the Security Period concerned in the operation of a
Ship and falls within the definition of “Company” set out in rule 1.1.2 of the
Code;

     

    “Owner” means:

     

    
      	
               
      

            	
              (a)

            	
              in
      relation to Island
      Globe, the Island Globe
Owner;

            


    

     

    
      	
               
      

            	
              (b)

            	
              in
      relation to River
      Globe, the River Globe Owner;
or

            


    

     

    
      	
               
      

            	
              (c)

            	
              in
      relation to Tiara
      Globe, the Tiara Globe
Owner,

            


    

     

    and
“Owners” means any or
all of them;

     

    “Owner’s Guarantee” means, in
relation to each Owner, the guarantee executed or (as the context may require)
to be executed by that Owner in favour of the Bank in the form set out in
schedule 5 and “Owner’s
Guarantees” means all of them;

     

    “Permitted Encumbrance” means
any Encumbrance in favour of the Bank created pursuant to the Security Documents
and Permitted Liens;

     

    “Permitted Liens” means, in
relation to a Ship, any lien on such Ship for master's, officer's or crew's
wages outstanding in the ordinary course of trading, any lien for salvage, and
any ship repairer's or outfitter's possessory lien for a sum not (except with
the prior written consent of the Bank) exceeding the Casualty Amount (as defined
in the Ship Security Documents for such Ship) for such Ship;

     

    “Pollutant” means and includes
pollutants, contaminants, toxic substances, oil as defined in the United States
Oil Pollution Act of 1990 and all hazardous substances as defined in the United
States Comprehensive Environmental Response, Compensation and Liability Act
1980;

     

    “Quotation Date” means, in
relation to any period for which LIBOR is to be determined under this Agreement,
the day falling two (2) Banking Day before the first day of such period, unless
market practice differs in the London Interbank Market, which case the Quotation
Date will be determined by the Bank in accordance with market practice in the
London Interbank Market;


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    “Reduction Dates” means,
subject to clause 6.3, each of the dates falling at six (6) monthly intervals
after the earlier of (a) the first Drawdown Date and (b) 31 December 2007 up to
and including the Final Maturity Date;

     

    “Registry” means, in relation
to a Ship, such registrar, commissioner or representative of the relevant Flag
State who is duly authorised and empowered to register such Ship, the relevant
Owner’s title to such Ship and the relevant Mortgage under the laws and flag of
the relevant Flag State;

     

    “Related Company” of a person
means any Subsidiary of such person, any company or other entity of which such
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, each of the Owners, any other Security Party and each member of the
Group from time to time;

     

    “Relevant Ship” means the Ships
and any other vessel from time to time (whether before or after the date of this
Agreement) owned, managed or crewed by, or chartered to, any Relevant
Party;

     

    “Requisition Compensation”
means, in relation to a Ship, all sums of money or other compensation from time
to time payable during the Security Period by reason of the Compulsory
Acquisition of such Ship;

     

    “River
Globe” means the 53,500 dwt bulk carrier bearing hull number DY120 and
under construction by Yangzhou Danyang Shipyard of The People’s Republic of
China, to be purchased by the River Globe Owner under the River Globe Contract
and registered on its Delivery Date in the name and under the ownership of the
River Globe Owner through the relevant Registry under the laws and flag of the
relevant Flag State with the name River Globe;

     

    “River Globe Contract” means
the memorandum of agreement dated 11 July 2007 made between the River Globe
Owner and the relevant Seller, as amended from time to time, relating to the
sale by such Seller and the purchase by the River Globe Owner, of River Globe;

     

    “River Globe Owner” means
Devocean Maritime Ltd. of Trust Company Complex, Ajeltake Road, Ajeltake Island,
Majuro, Marshall Islands MH96960 and includes its successors in
title;

     

    “Security Accounts” means, at
any relevant time, the Operating Accounts and any bank accounts of the Borrower
opened with the Bank, which are subject to an Encumbrance in favour of the Bank
and designated by the Bank as “Security Accounts” for the purposes of this
Agreement;

     

    “Security Charter” means, in
relation to a Ship, any time charter or other contract of employment for such
Ship for a term which exceeds or, by virtue of any optional extensions therein
contained, may exceed twelve (12) months’ duration which is entered into at any
relevant time by the relevant Owner with a Charterer and which is in a form and
substance acceptable to the Bank in all respects (including, for the avoidance
of doubt, the Initial Charters);


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    “Security Documents” means this
Agreement, the Master Swap Agreement, the Owner’s Guarantees, the Mortgages, the
General Assignments, the Operating Accounts Pledges, the Manager’s Undertakings,
the Master Agreement Security Deed, any Charter Assignment and any other
documents 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 any moneys
from time to time owing by the Borrower to the Bank pursuant to this Agreement,
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, each Owner, the Manager or any other person who may at any time be a
party to any of the Security Documents (other than the Bank);

     

    “Security Period” means the
period commencing on the date of this Agreement and terminating upon discharge
of the security created by the Security Documents by payment of all moneys
payable thereunder;

     

    “Security Requirement” means
the amount in Dollars (as certified by the Bank whose certificate shall, in the
absence of manifest error, be conclusive and binding on the Borrower) which is,
at any relevant time, One hundred and thirty three per cent (133%) of the
aggregate of:

     

    
      	  	
              (a) 

            	
              the
      Loan at such time; plus

            


    

     

    
      	  	
              (b) 

            	
              the
      Swap Exposure at such time; minus

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      aggregate amount, if any, standing to the credit of the Security Accounts
      at such time;

            


    

     

    “Security Value” means the
amount in Dollars (as certified by the Bank whose certificate shall, in the
absence of manifest error, be conclusive and binding on the Borrower) which, at
any relevant time, is the aggregate of (a) the market value of the Mortgaged
Ships as most recently determined in accordance with clause 8.2.2 and (b)
market value of any additional security for the time being actually provided to
the Bank pursuant to clause 8.2;

     

    “Seller”:

     

    
      	
               
      

            	
              (a)

            	
              in
      relation to River
      Globe and the River Globe Contract, means Lakithra Transportation
      Corp. of Liberia and includes it successors in title;
  or

            


    

     

    
      	
               
      

            	
              (b)

            	
              in
      relation to Tiara
      Globe and the Tiara Globe Contract, means Tiara Navigation Sdn.
      Bhd. of Malaysia and includes it successors in
  title;

            


    

     

    and
“Sellers” means either
or both of them;

     

    “Ship” means:

     

    
      	
               
      

            	
              (a)

            	
              in
      relation to the Island Globe Owner, Island
      Globe;

            


    

     

    
      	
               
      

            	
              (b)

            	
              in
      relation to the River Globe Owner, River Globe;
      or

            


    

     

    
      	
               
      

            	
              (c)

            	
              in
      relation to the Tiara Globe Owner, Tiara
      Globe,

            


    

     

    and
“Ships” means any or all
of them;

     

    “Ship Security Documents”
means, in relation to a Ship, the Mortgage, the General Assignment, any Charter
Assignment and the Manager’s Undertaking in respect of such Ship;

     

    “SMC” means, in relation to a
Ship, a safety management certificate issued in respect of such Ship in
accordance with rule 13 of the Code;


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    “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;

     

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

     

    “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;

     

    “Tiara
Globe” means the motor vessel Selendang Tiara, a
1998-built, 72,929 dwt bulk carrier registered on the date of this Agreement in
the ownership of the relevant Seller under the flag of Malaysia, to be purchased
by the Tiara Globe Owner under the Tiara Globe Contract and registered on its
Delivery Date in the name and under the ownership of the Tiara Globe Owner
through the relevant Registry under the laws and flag of the relevant Flag State
with the name Tiara
Globe;

     

    “Tiara Globe Contract” means
the memorandum of agreement dated 7 September 2007 made between the Tiara Globe
Owner and the relevant Seller, as amended from time to time, relating to the
sale by such Seller, and the purchase by the Tiara Globe Owner, of Tiara Globe;

     

    “Tiara Globe Owner” means
Elysium Maritime Limited of Trust Company Complex, Ajeltake Road, Ajeltake
Island, Majuro, Marshall Islands MH96960 and includes its successors in
title;

     

    "Total Assets" means, in
respect of an Accounting Period, the "Total Assets" as shown in the Accounting
Information relevant to such Accounting Period adjusted to take into account any
difference between the book values of the Fleet Vessels and the Fleet Market
Value;

     

    “Total Loss” in relation to a
Ship means:

     

    
      	
               
      

            	
              (a)

            	
              the
      actual, constructive, compromised or arranged total loss of such Ship;
      or

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Compulsory Acquisition of such Ship;
or

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      hijacking, theft, condemnation, capture, seizure, arrest, detention or
      confiscation of such Ship (other than where the same amounts to the
      Compulsory Acquisition of such Ship) by any Government Entity, or by
      persons acting or purporting to act on behalf of any Government Entity,
      unless such Ship be released and restored to the relevant Owner from such
      hijacking, theft, condemnation, capture, seizure, arrest, detention or
      confiscation within thirty (30) days after the occurrence
      thereof;

            


    

     

    “Transaction” has the meaning
given to it in the Master Swap Agreement;

     

    “Transferee” has the meaning
given to it in clause 14.4; and

     

    “Underlying Documents” means,
together, any Security Charters, the Contracts and the Management Agreements and
“Underlying Document”
means any of them.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    
      	
              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
      the 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;

            


    

     

    
      	
              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;

            


    

     

    
      	
              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

            	
              any
      reference to a person being required by applicable law to make a deduction
      or withholding for or on account of any tax from any payment under this
      Agreement shall be construed as including any circumstances in which a
      person is authorised under the Income Tax (Jersey) Law 1961 (as amended)
      to make such a deduction where a failure to allow such deduction would
      result in a fine being payable under Jersey law and the agreement under
      which the payment is made being
void.

            


    

     

    
      	
              2

            	
              The
      Commitment and the Advances

            


    

     

    
      	
              2.1

            	
              Agreement
      to lend

            


    

     

    Upon and
subject to the terms of this Agreement, the Bank, relying upon each of the
representations and warranties in clause 7, agrees to make available to the
Borrower, during the Availability Period, a reducing revolving credit facility
of up to One hundred and twenty million Dollars ($120,000,000).

     

    
      	
              2.2

            	
              Drawdown

            


    

     

    Subject
to the terms and conditions of this Agreement, each Advance shall be made
available to the Borrower following receipt by the Bank 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
Bank and once given shall, subject as provided in clause 3.6.1, be
irrevocable.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    
      	
              2.3

            	
              Timing
      and limitations Advances

            


    

     

    
      	
              2.3.1

            	
              The
      aggregate amount of the Loan shall not exceed
  $120,000,000.

            


    

     

    
      	
              2.3.2

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

            


    

     

    
      	
              2.3.3

            	
              Each
      Advance shall be a minimum of Five million Dollars ($5,000,000) or the
      balance of the Available Amount, provided that no Advance may be drawn
      down on any day:

            


    

     

    
      	
               
      

            	
              (a)

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

            


    

     

    
      	
               
      

            	
              (b)

            	
              of
      an amount which, when added to the aggregate amount of the Loan
      outstanding on such day, would exceed sixty per cent (60%) of the Security
      Value; or

            


    

     

    
      	
               
      

            	
              (c)

            	
              if
      a Default has occurred and is continuing on such day;
  or

            


    

     

    
      	
               
      

            	
              (d)

            	
              if
      the number of Advances outstanding (taking into account the proposed
      Advance to be drawdown) would exceed five
(5).

            


    

     

    
      	
              2.3.4

            	
              No
      Advance may be drawn down after 31 December 2007 if no Advance has been
      drawn down to that date.

            


    

     

    
      	
              2.3.5

            	
              No
      Advance may be drawn down after the last day of the Availability
      Period.

            


    

     

    
      	
              2.4

            	
              Availability

            


    

     

    Upon
receipt of a Drawdown Notice for an Advance complying with the terms of this
Agreement, the Bank shall make such Advance available to the Borrower on the
Drawdown Date for such Advance in accordance with
clause 6.2.  The Borrower acknowledges that payment in accordance
with clause 6.2 of any Advance (or part thereof) to any lender of the existing
Indebtedness of the Borrower secured on Island Globe or, as the case
may be, to the Borrower, shall satisfy the obligations of the Bank to lend such
Advance (or the relevant part thereof) to the Borrower.

     

    
      	
              2.5

            	
              Termination
      of Commitment

            


    

     

    Any part
of the Commitment which remains undrawn and uncancelled by the last day of the
Availability Period shall thereupon be automatically cancelled.  The
Commitment shall be reduced to zero (0) if no Advance has been drawn down by 31
December 2007.

     

    
      	
              2.6

            	
              Application
      of proceeds

            


    

     

    Without
prejudice to the Borrower’s obligations under clause 8.1.3, the Bank shall
not have any responsibility for the application of the proceeds of the Loan or
any part thereof by the Borrower.

     

    
      	
              2.7

            	
              Derivative
      transactions

            


    

     

    
      	
              2.7.1

            	
              If,
      at any time during the Security Period, the Borrower wishes to enter into
      any derivative transaction for any purpose whatsoever (including, without
      limitation, interest rate swap transactions so as to hedge all or any part
      of its exposure under this Agreement to interest rate fluctuations), it
      shall advise the Bank in writing.

            


    

     


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    
      	
              2.7.2

            	
              Any
      such derivative transaction shall be concluded with the Bank under the
      Master Swap Agreement provided however that no such derivative transaction
      shall be concluded unless the Bank first agrees to it in
      writing.  If and when any such derivative transaction has been
      concluded, it shall constitute a Designated Transaction, and the Borrower
      shall sign a Confirmation with the
Bank.

            


    

     

    
      	
              3

            	
              Interest

            


    

     

    
      	
              3.1

            	
              Normal
      interest rate

            


    

     

    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 six (6) months, by instalments, the first such instalment
payable six (6) months from the commencement of the Interest Period and the
subsequent instalments payable at intervals of six (6) months or, if shorter,
the period from the date of the preceding instalment until the Interest Payment
Date relative to such period) at the rate per annum determined by the Bank to be
the aggregate of (a) the Margin and (b) LIBOR for such Interest
Period.

     

    
      	
              3.2

            	
              Selection
      of Interest Periods

            


    

     

    The
Borrower may by notice received by the Bank not later than 10:00 a.m. on the
second Banking Day before the beginning of each Interest Period specify whether
such Interest Period shall have a duration of one month (1), three (3) months,
six (6) months, nine (9) months or twelve (12) months or such other period which
the Bank determines (in its absolute discretion) is available in the London
Interbank Market as the Borrower may select and the Bank 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 a
      Reduction Date, then, in the case of the last Reduction Date, such
      Interest Period shall end on such Reduction Date, and in the case of any
      other Reduction Date or Reduction Dates on which the Borrower will be
      required to make a prepayment pursuant to clause 4.3, the Loan (or any
      Advance thereof) shall be divided into parts so that there is one part in
      the amount of the prepayment amount due on each such Reduction Date
      falling during that Interest Period and having an Interest Period ending
      on the relevant Reduction Date and another part in the amount of the
      balance of the Loan (or Advance thereof) having an Interest Period
      ascertained in accordance with clause 3.2 and the other provisions of
      this clause 3.3; 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 (other than the Master Swap Agreement), 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 Bank
pursuant to this clause 3.4.  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 Bank, 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
Bank) of (a) two per cent (2%) per annum, (b) the Margin and (c) LIBOR for such
period.  Default interest shall be due and payable on the last day of
each such period as determined by the Bank pursuant to this clause 3.4 or, if
earlier, on the date on which the sum in respect of which such default interest
is accruing shall actually be paid.  If, for the reasons specified in
clause 3.6.1, the Bank is unable to determine a rate in accordance with the
foregoing provisions of this clause 3.4, interest on any sum not paid on
its due date for payment shall be calculated at a rate determined by the Bank to
be two per cent (2%) per annum above the aggregate of the Margin and the cost of
funds to the Bank.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

    
      	
              3.5

            	
              Notification
      of interest rate

            


    

     

    The Bank
shall notify the Borrower promptly 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
      Bank 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 during such Interest Period or that LIBOR does not
      accurately reflect the cost to the Bank of obtaining such deposits;
      or

            


    

     

    
      	
               
      

            	
               (b)

            	
              that
      deposits in Dollars are not available to the Bank in the London Interbank
      Market in the ordinary course of business in sufficient amounts to fund
      the Loan for such Interest Period;

            


    

     

    the Bank
shall forthwith give notice (a “Determination Notice”) thereof
to the Borrower.  A Determination Notice shall contain particulars of
the relevant circumstances giving rise to its issue.  After the giving
of any Determination Notice the undrawn and uncancelled amount of the Commitment
shall not be borrowed until notice to the contrary is given to the Borrower by
the Bank.

     

    
      	
              3.6.2

            	
              During
      the period of ten (10) days after any Determination Notice has been given
      by the Bank under clause 3.6.1, the Bank shall certify an alternative
      basis (the “Alternative
      Basis”) for funding the Commitment or maintaining the
      Loan.  The Alternative Basis may, at the Bank’s sole unfettered
      discretion include (without limitation) alternative interest periods,
      alternative currencies or alternative rates of interest but shall include
      a margin above the cost of funds to the Bank equivalent to the
      Margin.  The Alternative 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 Bank
      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

            	
              Repayment,
      reduction and cancellation

            


    

     

    
      	
              4.1

            	
              Repayment

            


    

     

    Without
prejudice to the provisions of clause 4.3, the Borrower shall repay the Advances
in full on the Final Maturity Date.

     

    
      	
              4.2

            	
              Voluntary
      prepayment

            


    

     

    The
Borrower may, upon giving to the Bank prior notice in writing of its intention
to make such prepayment, prepay the Loan in whole or part (such part being in an
amount of Four million five hundred thousand Dollars ($4,500,000) or any larger
sum which is an integral multiple of Four million five hundred thousand Dollars
($4,500,000)) at any time without premium or penalty but subject always to its
obligations under clauses 4.5 and 11.1.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

    
      	
              4.3

            	
              Reductions
      of the Commitment and prepayment of the
Advances

            


    

     

    
      	
              4.3.1

            	
              The
      Commitment shall be reduced on each of the Reduction
      Dates.  Subject to the provisions of this Agreement, the amount
      of each such reduction shall be (a) $10,000,000 on each of the first to
      fourth (inclusive) Reduction Dates, (b) $4,500,000 on each of the fifth to
      fifteenth (inclusive) Reduction Dates and (c) $30,500,000 on the final
      Reduction Date.  For the avoidance of doubt, on the final
      Reduction Date the Commitment shall be reduced to
  zero.

            


    

     

    
      	
              4.3.2

            	
              The
      Borrower shall prepay on each Reduction Date such part of the Loan as
      shall ensure that:

            


    

     

    
      	
               
      

            	
               (a)

            	
              the
      outstanding amount of the Advances (taking into account such
      prepayment),

            


    

     

    will not
exceed

     

    
      	
               
      

            	
               (b)

            	
              the
      amount of the Commitment (taking into account the reduction thereof on
      such Reduction Date in accordance with clause
  4.3.1).

            


    

     

    
      	
              4.4

            	
              Prepayment
      and cancellation on Total Loss or sale; other mandatory
      prepayments

            


    

     

    
      	
              4.4.1

            	
              Before
      first drawdown

            


    

     

    On a Ship
becoming a Total Loss (or suffering damage or being involved in an incident
which in the opinion of the Bank may result in such Ship being subsequently
determined to be a Total Loss) or sold (other than under the relevant Contract)
before any Advance is drawn down, the obligation of the Bank to make available
the Commitment (or part thereof) shall immediately cease and the Commitment
shall be reduced to zero (0).

     

    
      	
              4.4.2

            	
              Mortgaged
      Ships

            


    

     

    
      	
               
      

            	
               (a)

            	
              Subject
      to clause 4.4.2(b), if a Mortgaged Ship becomes a Total Loss or is sold
      (with the prior written consent of the Bank pursuant to the relevant Ship
      Security Documents), the Relevant Fraction of the Commitment shall be
      cancelled and/or the Borrower shall prepay the Relevant Fraction of the
      Advances.

            


    

     

    
      	
               
      

            	
               (b)

            	
              Notwithstanding
      sub-paragraph (a) of this clause 4.4.2, if a Mortgaged Ship becomes a
      Total Loss or is sold (with the prior written consent of the Bank pursuant
      to the relevant Security Documents) and at that time an Event of Default
      shall have occurred and be continuing,
then:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Borrower shall prepay, on the Disposal Reduction Date for such Mortgaged
      Ship, such proportion of the Loan;
and/or

            


    

     

    
      	
               
      

            	
               (ii)

            	
              such
      part of the Commitment shall be forthwith
  cancelled,

            


    

     

    in each
case, as the Bank may require in its absolute discretion (and the provisions of
this clause 4.4.2(b) shall prevail over the provisions of clause 4.4.2(a) as to
the amounts to be cancelled and/or prepaid).

     

    
      	
               
      

            	
               (c)

            	
              For
      the avoidance of doubt, it is hereby agreed that, for the purposes of
      clauses 4.4.2(a) and 4.4.2(b), the Borrower shall be required to make a
      prepayment of the Advances (or part thereof) in accordance with either of
      such clauses, only if, and to the extent that, following the Total Loss or
      sale of the relevant Mortgaged Ship, the mere cancellation of part of the
      Commitment required by either of such clauses, shall not be sufficient to
      ensure that the aggregate amount of the Advances then outstanding does not
      exceed the Commitment (taking into account the relevant reduction
      thereof).

            


    


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

    
      	
              4.4.3

            	
              Defined
      terms

            


    

     

    
      	
               
      

            	
              For
      the purposes of this
clause 4.4:

            


    

     

    
      	
               
      

            	
               (a)

            	
              “Disposal Reduction Date”
    means:

            


    

     

    
      	
               
      

            	
              (i)

            	
              in
      relation to a Mortgaged Ship which has become a Total Loss, its Total Loss
      Reduction Date; or

            


    

     

    
      	
               
      

            	
               (ii)

            	
              in
      relation to a Mortgaged Ship which is sold in accordance with the
      provisions of the relevant Ship Security Documents, the date of (and
      immediately prior to) completion of such sale by the transfer of title to
      such Mortgaged Ship to the purchaser in exchange for payment of the
      relevant purchase price;

            


    

     

    
      	
               
      

            	
               (b)

            	
              “Relevant Fraction”
      means, in relation to a Mortgaged Ship which has become a Total Loss or is
      sold, the fraction having (i) as numerator the market value of the
      relevant Mortgaged Ship lost or sold as most recently determined in
      accordance with clause 8.2.2 and (ii) as a denominator the market value of
      all the Mortgaged Ships (including the relevant Mortgaged Ship lost or
      sold) as most recently determined in accordance with clause 8.2.2;
      and

            


    

     

    
      	
               
      

            	
               (c)

            	
              “Total Loss Reduction Date” means,
      in relation to a Mortgaged Ship which has become a Total Loss, the date
      which is the earlier of:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      date falling one hundred and twenty (120) days after that on which such
      Mortgaged Ship becomes a Total Loss;
and

            


    

     

    
      	
               
      

            	
               (ii)

            	
              the
      date upon which insurance proceeds are, or Requisition Compensation is,
      received in respect of such Total Loss by the Borrower (or the Bank
      pursuant to the relevant Ship Security
  Documents).

            


    

     

    
      	
              4.4.4

            	
              Interpretation

            


    

     

    For the
purpose of this Agreement, a Total Loss shall be deemed to have occurred in
relation to a Ship:

     

    
      	
               
      

            	
               (a)

            	
              in
      the case of an actual total loss of such Ship, on the actual date and at
      the time such Ship was lost or, if such date is not known, on the date on
      which such Ship was last reported;

            


    

     

    
      	
               
      

            	
               (b)

            	
              in
      the case of a constructive total loss of such Ship, upon the date and at
      the time notice of abandonment of such Ship is given to the insurers of
      such Ship for the time being;

            


    

     

    
      	
               
      

            	
               (c)

            	
              in
      the case of a compromised or arranged total loss of such Ship, on the date
      upon which a binding agreement as to such compromised or arranged total
      loss has been entered into by the insurers of such
  Ship;

            


    

     

    
      	
               
      

            	
               (d)

            	
              in
      the case of Compulsory Acquisition of such Ship, on the date upon which
      the relevant requisition of title or other compulsory acquisition occurs;
      and

            


    

     

    
      	
               
      

            	
               (e)

            	
              in
      the case of hijacking, theft, condemnation, capture, seizure, arrest,
      detention or confiscation of such Ship (other than where the same amounts
      to Compulsory Acquisition of such Ship) by any Government Entity, or by
      persons purporting to act on behalf of any Government Entity, which
      deprives the Borrower of the use of such Ship for more than thirty (30)
      days, upon the expiry of the period of thirty (30) days after the date
      upon which the relevant hijacking, theft, condemnation, capture, seizure,
      arrest, detention or confiscation
occurred.

            


    


    
      
         


      

      
        17

        
          

        

      

      
         


      

    

     

    
      	
              4.5

            	
              Amounts
      payable on prepayment

            


    

     

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

     

    
      	
              4.5.1

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

            


    

     

    
      	
              4.5.2

            	
              any
      additional amount payable under clauses 6.6 or 12.2;
    and

            


    

     

    
      	
              4.5.3

            	
              all
      other sums payable by the Borrower to the Bank under this Agreement or any
      of the other Security Documents including, without limitation, any accrued
      commitment commission payable under clause 5.1.2 and any amounts payable
      under clause 11.

            


    

     

    
      	
              4.6

            	
              Notice
      of prepayment; reduction of repayment instalments;
      re-borrowing

            


    

     

    
      	
              4.6.1

            	
              No
      prepayment may be effected under clause 4.2 unless the Borrower shall have
      given the Bank at least fifteen (15) days notice of its intention to make
      such payment.  Every notice of prepayment shall be effective
      only on actual receipt by the Bank, shall be irrevocable, shall specify
      the Advance or Advances and the amount thereof to be prepaid, the manner
      of application of such prepayment pursuant to clause 4.6.2, and shall
      oblige the Borrower to make such prepayment on the date
      specified.

            


    

     

    
      	
              4.6.2

            	
              Any
      amount to be prepaid pursuant to clause 4.2 shall be applied in prepayment
      of such Advance or Advances, and in such manner between them, as specified
      by the Borrower.

            


    

     

    
      	
              4.6.3

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

            


    

     

    
      	
              4.6.4

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

            


    

     

    
      	
              4.6.5

            	
              For
      the avoidance of doubt, any amounts of the Commitment reduced or cancelled
      pursuant to clause 4.4 may not be
re-instated.

            


    

     

    
      	
              4.6.6

            	
              Any
      reduction of the Commitment shall reduce proportionately the amounts
      thereof still required to be reduced on each Reduction Date pursuant to
      clause 4.3.1.

            


    

     

    
      	
              4.7

            	
              Cancellation
      of Commitment

            


    

     

    The
Borrower may, at any time during the Availability Period, by notice to the Bank
cancel, with effect from a date not less than three (3) Banking Days after the
receipt by the Bank of such notice, the whole or any part (being One million
Dollars ($1,000,000)) or any larger sum which is an integral multiple of One
million Dollars ($1,000,000)) of the Commitment, which is then available for
drawing.  Any such notice of cancellation, once given, shall be
irrevocable and upon such cancellation taking effect the Commitment shall be
reduced accordingly.  On the date when any such cancellation takes
effect, the Borrower shall pay to the Bank any accrued commitment commission on
the part of the Commitment being cancelled and any other amounts then payable
under clause 11.

     

    
      	
              4.8

            	
              Unwinding
      of Designated Transactions

            


    

     

    On or
prior to any repayment of all or part of the Loan (including, without
limitation, pursuant to clauses 4.2, 4.3, 4.4 or 8.2.1(a) or any other provision
of this Agreement), the Borrower shall, upon the request of the Bank wholly or
partially reverse, offset, unwind, cancel, close out, net out or otherwise
terminate one or more of the continuing Designated Transactions so that the
notional principal amount of the continuing Designated Transactions thereafter
remaining does not, and will not in the future, exceed the amount of the Loan as
may be reducing from time to time thereafter.


    
      
         


      

      
        18

        
          

        

      

      
         


      

    

     

    
      	
              5

            	
              Fees,
      commission and expenses

            


    

     

    
      	
              5.1

            	
              Fees
      and commissions

            


    

     

    The
Borrower shall pay to the Bank:

     

    
      	
              5.1.1

            	
              on
      or prior to the date of this Agreement, an arrangement fee in the amount
      of $450,000; and

            


    

     

    
      	
              5.1.2

            	
              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 the
      last day of the Availability Period, 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 two
      five per cent (0.25%) per annum on the daily undrawn and uncancelled
      amount of the Commitment.

            


    

     

    The fees
and commission referred to in clause 5.1 shall be payable by the Borrower to the
Bank whether or not any part of the Commitment is ever advanced and shall be, in
each case, non-refundable.

     

    
      	
              5.2

            	
              Expenses

            


    

     

    The
Borrower shall pay to the Bank on a full indemnity basis on demand:

     

    
      	
              5.2.1

            	
              all
      expenses (including legal, printing and out-of-pocket expenses) incurred
      by the Bank 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

            	
              all
      expenses (including legal, printing and out-of-pocket expenses) incurred
      by the Bank 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 3.4 from the date on which
such expenses were incurred to the date of payment (as well after as before
judgment).

     

    
      	
              5.3

            	
              Value
      added tax

            


    

     

    All fees
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 the Bank 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 the Bank) imposed on or in
connection with any of the Underlying Documents, the Security Documents, the
Loan or any part thereof and shall indemnify the Bank against any liability
arising by reason of any delay or omission by the Borrower to pay such duties or
taxes.


    
      
         


      

      
        19

        
          

        

      

      
         


      

    

     

    
      	
              6

            	
              Payments
      and taxes; accounts and
calculations

            


    

     

    
      	
              6.1

            	
              No
      set-off or counterclaim

            


    

     

    The
Borrower acknowledges that in performing its obligations under this Agreement,
the Bank 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 Bank and that it is reasonable for the Bank to be entitled
to receive payments from the Borrower gross on the due date in order that the
Bank is put in a position to perform its 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 on the due date to such
account at such Bank and in such place as the Bank may from time to time specify
for this purpose.

     

    
      	
              6.2

            	
              Payment
      by the Bank

            


    

     

    All sums
to be advanced by the Bank to the Borrower under this Agreement shall be
remitted in Dollars on the Drawdown Date for the relevant Advance and shall be
paid by the Bank to the account specified in the Drawdown Notice for such
Advance.

     

    
      	
              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 the 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 three hundred and sixty (360) day year.

     

    
      	
              6.5

            	
              Certificates
      conclusive

            


    

     

    Any
certificate or determination of the 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 the Bank, 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 Bank
      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 the Bank 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 Bank any
      receipts, certificates or other proof evidencing the amounts (if any) paid
      or payable in respect of any deduction or withholding as
      aforesaid.

            


    

     

    
      	
              6.6.2

            	
              For
      the avoidance of doubt, clause 6.6.1 does not apply in respect of sums due
      from the Borrower to the Bank under or in connection with the Master Swap
      Agreement as to which sums the provisions of section 2(d) (Deduction or
      Withholding for Tax) of the Master Swap Agreement shall
    apply.

            


    


    
      
         


      

      
        20

        
          

        

      

      
         


      

    

     

    
      	
              6.7

            	
              Loan
      account

            


    

     

    The Bank
shall maintain, in accordance with its usual practice, an account evidencing the
amounts from time to time lent by, owing and paid to it under the Security
Documents.  Such 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.

     

    
      	
              7

            	
              Representations
      and warranties

            


    

     

    
      	
              7.1

            	
              Continuing
      representations and warranties

            


    

     

    The
Borrower represents and warrants to the Bank that:

     

    
      	
              7.1.1

            	
              Due
      incorporation

            


    

     

    each of
the Borrower, the Owners and each of the other Security Parties is duly
incorporated and validly existing in good standing under the laws of their
respective countries of incorporation as a Marshall Islands corporation (in the
case of each Owner and the Manager) or as a limited liability company (in the
case of each of the other Security Parties), 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
relevant Underlying Documents and the Security Documents to which it is or is to
be a party and to borrow the Commitment and each of the other Security Parties
has power to execute and deliver and perform its obligations under the Security
Documents and the Underlying 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
Advances or any of them;

     

    
      	
              7.1.3

            	
              Binding
      obligations

            


    

     

    the
Underlying Documents and 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;

     

    
      	
              7.1.4

            	
              No
      conflict with other obligations

            


    

     

    the
execution and delivery of, the performance of its obligations under, and
compliance with the provisions of, the Underlying Documents and the Security
Documents by the relevant Security Parties will not (i) 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, (ii) 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,
(iii) contravene or conflict with any provision of the constitutional documents
of the Borrower or any other Security Party or (iv) result in the creation or
imposition of or oblige the Borrower or any of its Related Companies or any
other Security Party or any of its Related Companies to create any Encumbrance
(other than a Permitted Encumbrance) on any of the undertakings, assets, rights
or revenues of the Borrower or any of its Related Companies 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 the officers of the Borrower, threatened against the
Borrower or any of its Related Companies or any other Security Party or any of
its Related Companies 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;


    
      
         


      

      
        21

        
          

        

      

      
         


      

    

     

    
      	
              7.1.6

            	
              No
      filings required

            


    

     

    save for
the registration of each Mortgage under the laws of the relevant Flag State
through the relevant Registry, it is not necessary to ensure the legality,
validity, enforceability or admissibility in evidence of any of the Underlying
Documents or 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
any of the Underlying Documents or the Security Documents and each of the
Underlying Documents and 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 (a) English law to govern the Underlying Documents and the Security
Documents (other than the Mortgages and the Operating Account Pledges), (b) the
laws of the relevant Flag State to govern each Mortgage and (c) the laws of
Switzerland to govern the Operating Account Pledges, and the submissions by the
Security Parties to the non-exclusive jurisdiction of the English courts or, in
the case of the Operating Account Pledges, the courts or Zürich, 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 Underlying Documents and each of the
Security Documents to which it is a party or the performance by each Security
Party of its obligations under the Underlying Documents and the Security
Documents to which it is a party, 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;

     

    
      	
              7.1.10

            	
              Shareholdings

            


    

     

    each of
the Owners and the Manager are wholly-owned direct Subsidiaries of the Borrower
and Mr George Feidakis is the ultimate beneficial owner of no less than thirty
five per cent (35%) of the total issued voting share capital of the
Borrower;

     

    
      	
              7.1.11

            	
              Financial
      statements correct and complete

            


    

     

    the
audited consolidated financial statements of the Group in respect of the
financial year ended on 31 December 2006 as delivered to the Bank 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 statement; and


    
      
         


      

      
        22

        
          

        

      

      
         


      

    

     

    
      	
              7.1.12

            	
              Miscellaneous

            


    

     

    
      	
               
      

            	
               (a)

            	
              the
      Borrower has, and has had in every year of its incorporation, exempt
      company status as defined in Article 123A of the Income Tax (Jersey) Law
      1961, as amended and has paid all exempt company fees and has made
      disclosure of its beneficial ownership to the Jersey Financial Services
      Commission to the latter’s
satisfaction;

            


    

     

    
      	
               
      

            	
               (b)

            	
              the
      Borrower does not have any employees or occupy any floor space in
      Jersey;

            


    

     

    
      	
               
      

            	
               (c)

            	
              the
      Borrower does not conduct any unauthorised financial services business as
      defined in the Financial Services (Jersey) Law 1998, as amended;
      and

            


    

     

    
      	
               
      

            	
               (d)

            	
              the
      Borrower is not in breach of any licenses, permits or consents issued to
      it by any regulatory or governmental authority in Jersey and will not be
      in breach of the same as a result of entering into this
      Agreement.

            


    

     

    
      	
              7.2

            	
              Initial
      representations and warranties

            


    

     

    The
Borrower further represents and warrants to the Bank 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 Bank 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 Underlying Documents or the Security Documents or are
imposed on or by virtue of the execution or delivery by the Security Parties of
the Underlying Documents or 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;


    
      
         


      

      
        23

        
          

        

      

      
         


      

    

     

    
      	
              7.2.6

            	
              The
      Ships

            


    

     

    each Ship
will, on the date when the Mortgage over such Ship is registered,
be:

     

    
      	
               
      

            	
               (a)

            	
              in
      the absolute ownership of the relevant Owner who will, on and after such
      date, be the sole, legal and beneficial owner of such
  Ship;

            


    

     

    
      	
               
      

            	
               (b)

            	
              permanently
      registered through the relevant Registry as a ship under the laws and flag
      of the relevant Flag State;

            


    

     

    
      	
               
      

            	
               (c)

            	
              operationally
      seaworthy and in every way fit for service;
and

            


    

     

    
      	
               
      

            	
               (d)

            	
              classed
      with the relevant Classification free of all requirements and
      recommendations of the relevant Classification
  Society;

            


    

     

    
      	
              7.2.7

            	
              Ships'
      employment

            


    

     

    save for
the relevant Initial Charter, no Ship is nor will, on or before the date when
the Mortgage over such Ship is registered, be subject to any charter or contract
or to any agreement to enter into any charter or contract which, if entered into
after the date of the relevant Ship Security Documents, would have required the
consent of the Bank and, on or before the date when the Mortgage over such Ship
is registered, there will not be any agreement or arrangement whereby the
Earnings of such Ship may be shared with any other person;

     

    
      	
              7.2.8

            	
              Freedom
      from Encumbrances

            


    

     

    none of
the Ships, nor its Earnings, Insurances, Requisition Compensation nor the
Operating Accounts relevant to such Ship nor any other properties or rights
which are, or are to be, the subject of any of the Security Documents nor any
part thereof will be, on the date when the Mortgage over such Ship is
registered, subject to any Encumbrance (other than Permitted
Liens);

     

    
      	
              7.2.9

            	
              Compliance
      with Environmental Laws and
Approvals

            


    

     

    except as
may already have been disclosed by the Borrower in writing to, and acknowledged
in writing by, the Bank:

     

    
      	
               
      

            	
               (a)

            	
              the
      Borrower and the other Relevant Parties and, to the best of the Borrower’s
      knowledge and belief (having made due enquiry), their respective
      Environmental Affiliates have complied with the provisions of all
      Environmental Laws;

            


    

     

    
      	
               
      

            	
               (b)

            	
              the
      Borrower and the other Relevant Parties and, to the best of the Borrower’s
      knowledge and belief (having made due enquiry), their respective
      Environmental Affiliates have obtained all Environmental Approvals and are
      in compliance with all such Environmental Approvals;
  and

            


    

     

    
      	
               
      

            	
               (c)

            	
              neither
      the Borrower nor any other Relevant Party nor, to the best of the
      Borrower’s knowledge and belief (having made due enquiry), any of their
      respective Environmental Affiliates have received notice of any
      Environmental Claim that the Borrower or any other Relevant Party or any
      such Environmental Affiliate is not in compliance with any Environmental
      Law or any Environmental Approval;

            


    

     

    
      	
              7.2.10

            	
              No
      Environmental Claims

            


    

     

    except as
may already have been disclosed by the Borrower in writing to, and acknowledged
in writing by, the Bank, there is no Environmental Claim pending or, to the best
of the Borrower’s knowledge and belief, threatened against the Borrower or any
of the Ships or any other Relevant Party or any other Relevant Ship or, to the
best of the Borrower’s knowledge and belief (having made due enquiry), any of
their respective Environmental Affiliates;


    
      
         


      

      
        24

        
          

        

      

      
         


      

    

     

    
      	
              7.2.11

            	
              No
      potential Environmental Claims

            


    

     

    except as
may already have been disclosed by the Borrower in writing to, and acknowledged
in writing by, the Bank, there has been no emission, spill, release or discharge
of a Pollutant from any of the Ships or any other Relevant Ship owned by,
managed or crewed by or chartered to any Relevant Party nor, (having made due
enquiry) to the best of the Borrower’s knowledge and belief, from any Relevant
Ship owned by, managed or crewed by or chartered to any other Relevant Party,
which could give rise to an Environmental Claim;

     

    
      	
              7.2.12

            	
              ISPS
      Code

            


    

     

    on the
date when the Mortgage over a Ship is registered, the Owner of such Ship shall
have a valid and current ISSC in respect of such Ship and such Ship shall be in
compliance with the ISPS Code;

     

    
      	
              7.2.13

            	
              No
      material adverse change

            


    

     

    there has
been no material adverse change in the financial position of the Security
Parties or any of them or the consolidated financial position of the Group, from
that described by the Borrower to the Bank in the negotiation of this
Agreement;

     

    
      	
              7.2.14

            	
              Borrower’s
      own account

            


    

     

    in
relation to the borrowing by the Borrower of each Advance, 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

     

    
      	
              7.2.15

            	
              Copies
      true and complete

            


    

     

    the
copies of the Underlying Documents delivered or to be delivered to the Bank
pursuant to clause 9.1 are or will, when delivered, be true and complete
copies of such documents; such documents constitute valid and binding
obligations of the parties thereto enforceable in accordance with their terms
and there have been no amendments or variations thereof or defaults
thereunder.

     

    
      	
              7.3

            	
              Repetition
      of representations and warranties

            


    

     

    On and as
of each Drawdown Date 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 the Bank that the then latest
      audited financial statements delivered to the Bank under clause 8.1.5 (if
      any) have been prepared in accordance with the Applicable Accounting
      Principles and practices 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 and, as at the end of such financial
      period, neither the Borrower 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.

            


    


    
      
         


      

      
        25

        
          

        

      

      
         


      

    

     

    
      	
              8

            	
              Undertakings

            


    

     

    
      	
              8.1

            	
              General

            


    

     

    The
Borrower undertakes with the Bank that, from the date of this Agreement and so
long as any moneys are owing under any of the Security Documents and while all
or any part of the Commitment remains outstanding, it will:

     

    
      	
              8.1.1

            	
              Notice
      of Default

            


    

     

    promptly
inform the Bank of any occurrence of which it becomes aware which might
materially and adversely affect the ability of any Security Party to perform its
obligations under any of the Security Documents or the Underlying Documents and,
without limiting the generality of the foregoing, will inform the Bank of any
Default forthwith upon becoming aware thereof and will from time to time, if so
requested by the Bank, confirm to the Bank 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

            


    

     

    use the
Advances or any of them exclusively for the purposes specified in clause
1.1;

     

    
      	
              8.1.4

            	
              Pari
      passu

            


    

     

    ensure
that its obligations under this Agreement shall, without prejudice to the
provisions of clause 8.3, at all times rank at least pari passu with all its
other present and future unsecured and unsubordinated Indebtedness with the
exception of any obligations which are mandatorily preferred by law and not by
contract;

     

    
      	
              8.1.5

            	
              Financial
      statements

            


    

     

    prepare
or cause to be prepared:

     

    
      	
               
      

            	
               (a)

            	
              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 its auditors;
    and

            


    

     

    
      	
               
      

            	
               (b)

            	
              unaudited
      consolidated financial statements of the Group in respect of each
      financial half-year, on the same basis as the audited
      statements,

            


    

     

    and
deliver to the Bank as many copies of the same as the Bank may reasonably
require as soon as practicable but not later than one hundred and fifty (150)
days (in the case of annual statements) or ninety (90) days (in the case of
semi-annual statements) after the end of the financial period to which they
relate;


    
      
         


      

      
        26

        
          

        

      

      
         


      

    

     

    
      	
              8.1.6

            	
              Delivery
      of reports

            


    

     

    deliver
to the Bank as many copies as the Bank may reasonably require of every report,
circular, notice, notification, filing or like document issued by the Borrower
to its shareholders or creditors in general or filed, issued or submitted to the
London Stock Exchange or any related authority, at the same time as the same is
issued, filed or submitted;

     

    
      	
              8.1.7

            	
              Provision
      of further information

            


    

     

    provide
the Bank with such financial and other information concerning the Borrower, the
other Security Parties, any other member of the Group, any Charterers, the Group
and their respective commitments, operations and affairs, as the Bank may from
time to time reasonably require;

     

    
      	
              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 and the Underlying Documents to which it is a party;

     

    
      	
              8.1.9

            	
              Compliance
      with Code

            


    

     

    and will
procure that any Operator will, comply with and ensure that each Ship and any
Operator at all times complies with the requirements of the Code, including (but
not limited to) the maintenance and renewal of valid certificates pursuant
thereto throughout the Security Period;

     

    
      	
              8.1.10

            	
              Withdrawal
      of DOC and SMC

            


    

     

    and will
procure that any Operator will, immediately inform the Bank if there is any
threatened or actual withdrawal of its Operator’s DOC or the SMC in respect of
any Ship;

     

    
      	
              8.1.11

            	
              Issuance
      of DOC and SMC

            


    

     

    and will
procure that any Operator will, promptly inform the Bank upon the issuance to
any Operator of a DOC and to each Ship of an SMC or the receipt by the relevant
Owner or any Operator of notification that its application for the same has been
refused;

     

    
      	
              8.1.12

            	
              ISPS
      Code compliance

            


    

     

    and will
procure that the Manager or any Operator will:

     

    
      	
               
      

            	
              (a)

            	
              from
      the date when the Mortgage over a Ship is registered and at all times
      thereafter, maintain a valid and current ISSC respect of such
      Ship;

            


    

     

    
      	
               
      

            	
              (b)

            	
              immediately
      notify the Bank in writing of any actual or threatened withdrawal,
      suspension, cancellation or modification of the ISSC in respect of any
      Ship; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              procure
      that, from the date when the Mortgage over a Ship is registered and at all
      times thereafter, such Ship complies with the ISPS
  Code;

            


    

     

    
      	
              8.1.13

            	
              “KYC”
      requirements

            


    

     

    deliver
to the Bank such documents and evidence as the Bank shall from time to time
require based on applicable laws and regulations or the Bank’s own internal
guidelines, in each case relating to the verifications of identity and knowledge
of the Bank’s customers; and


    
      
         


      

      
        27

        
          

        

      

      
         


      

    

     

    
      	
              8.1.14

            	
              Employment

            


    

     

    without
prejudice to the rights of the Bank under the provisions of the other Security
Documents, advise the Bank promptly of any Security Charter being entered into
in respect of a Ship and:

     

    
      	
               
      

            	
               (a)

            	
              deliver
      a certified copy of each such Security Charter forthwith after its
      execution; and

            


    

     

    
      	
               
      

            	
               (b)

            	
              procure
      that the relevant Owner shall, forthwith after its
    execution:

            


    

     

    
      	
               
      

            	
              (i)

            	
              execute
      a Charter Assignment of such Security Charter;
  and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              procure
      the service of any notice of assignment on the relevant Charterer or other
      counterparty and the acknowledgement of such notice by the relevant
      Charterer or other counterparty;

            


    

     

    
      	
               
      

            	
               (c)

            	
              deliver
      to the Bank on demand made by it, such documents and evidence of the type
      referred to in schedule 2 to any such Charter Assignment, Security Charter
      or Charterer or any other related matter referred to in this clause
      8.1.14, as the Bank may in its sole discretion require;
  and

            


    

     

    
      	
               
      

            	
               (d)

            	
              pay
      on the Bank’s demand all legal and other costs incurred by the Bank in
      connection with or in relation to any such assignment or any other related
      matter referred to in this clause
8.1.14.

            


    

     

    
      	
              8.2

            	
              Security
      value maintenance

            


    

     

    
      	
              8.2.1

            	
              Security
      Shortfall

            


    

     

    If at any
time the Security Value shall be less than the Security Requirement, the Bank
shall give notice to the Borrower requiring that such deficiency be remedied and
then the Borrower shall either:

     

    
      	
               
      

            	
               (a)

            	
              prepay,
      within a period of fifteen (15) days of the date of receipt by the
      Borrower of the Bank's said notice, such sum in Dollars as will result in
      the Security Requirement after such prepayment (taking into account any
      other prepayment of the Loan (or part thereof) made between the date of
      the notice and the date of such prepayment) being equal to the Security
      Value; or

            


    

     

    
      	
               
      

            	
               (b)

            	
              within
      fifteen (15) days of the date of receipt by the Borrower of the Bank's
      said notice, constitute to the satisfaction of the Bank such further
      security for the Loan and any amounts owing under the Master Swap
      Agreement as shall be acceptable to the Bank, having a value for security
      purposes (as determined by the Bank in its absolute discretion) at the
      date upon which such further security shall be constituted which, when
      added to the Security Value, shall not be less than the Security
      Requirement as at such date.

            


    

     

    The
provisions of clauses 4.5 and any relevant provisions of 4.6 shall apply to
prepayments made under this clause 8.2.1(a).

     

    
      	
              8.2.2

            	
              Valuation
      of Ships

            


    

     

    
      	
               
      

            	
               (a)

            	
              Each
      of the Mortgaged Ships shall, for the purposes of this Agreement, be
      valued in Dollars as and when the Bank shall require (and at least twice
      in each calendar year), by an independent and internationally recognised
      firm of shipbrokers appointed by the Bank in its sole discretion. Each
      such valuation shall be addressed to the Bank and made without, unless
      required by the Bank, physical inspection and on the basis of a sale for
      prompt delivery for cash at arm’s length on normal commercial terms as
      between a willing buyer and a willing seller without taking into account
      the benefit of any charterparty or other engagement concerning the
      Mortgaged Ship.  Such valuation shall constitute the value of
      such Mortgaged Ship for the purposes of this clause
  8.2.

            


    


    
      
         


      

      
        28

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
               (b)

            	
              The
      Borrower shall be entitled to request the Bank to obtain a second
      valuation of a Mortgaged Ship by another independent and internationally
      recognised firm of shipbrokers appointed by the Bank in its sole
      discretion, such valuation to be made on the same basis described in
      paragraph (a) above.  In the event of the Bank so obtaining a
      second such valuation for a Mortgaged Ship, the arithmetic mean of the two
      (2) valuations shall constitute the value of such Mortgaged Ship for the
      purposes of this clause 8.2.

            


    

     

    
      	
               
      

            	
               (c)

            	
              The
      value of each Mortgaged Ship determined in accordance with the provisions
      of this clause 8.2 shall be binding upon the parties hereto until such
      time as any such further valuation shall be
  obtained.

            


    

     

    
      	
              8.2.3

            	
              Information

            


    

     

    The
Borrower undertakes with the Bank to supply to the Bank and to any such firm of
shipbrokers such information concerning each Mortgaged Ship and its condition as
such firm of shipbrokers may require for the purpose of making any such
valuation.

     

    
      	
              8.2.4

            	
              Costs

            


    

     

    All costs
in connection with the Bank obtaining any valuation of each of the Mortgaged
Ships referred to in clause 8.2.2 and all costs in connection with any valuation
of the Ships obtained pursuant to schedule 2, and any valuation either of any
additional security for the purposes of ascertaining the Security Value 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 Provided that if no Default
shall have occurred which is continuing, the Borrower shall only bear the cost
of up to two (2) such valuations for each Mortgaged Ship pursuant to clause
8.2.2 in each calendar year.

     

    
      	
              8.2.5

            	
              Valuation
      of additional security

            


    

     

    For the
purpose of this clause 8.2, the market value of any additional security
provided or to be provided to the Bank shall be determined by the Bank in its
absolute discretion without any necessity for the Bank assigning any reason
thereto.

     

    
      	
              8.2.6

            	
              Documents
      and evidence

            


    

     

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

     

    
      	
              8.3

            	
              Negative
      undertakings

            


    

     

    The
Borrower undertakes with the Bank that, from the date of this Agreement and so
long as any moneys are owing under the Security Documents and while all or any
part of the Commitment remains outstanding, the Borrower will not:

     

    
      	
              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 (including without limitation the shares of the Owners), rights or
revenues to secure or prefer any present or future Indebtedness or other
liability or obligation of any of the Security Parties or any other
person;


    
      
         


      

      
        29

        
          

        

      

      
         


      

    

     

    
      	
              8.3.2

            	
              No
      merger

            


    

     

    merge or
consolidate with any other company or person or enter into any de-merger,
amalgamation, corporate reconstruction or corporate redomiciliation of any kind
whatsoever;

     

    
      	
              8.3.3

            	
              Disposals

            


    

     

    sell,
transfer, abandon, lend or otherwise dispose of or cease to exercise direct
control over any part of its present or future undertaking, assets (including
without limitation the shares of the Owners), 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 ownership of shares of companies owning and
operating ocean-going vessels and chartering the same to third
parties;

     

    
      	
              8.3.5

            	
              Loans

            


    

     

    make any
loans or grant any credit to any person or agree to do so save for normal trade
credit in the ordinary course of business, or loans or advances made to any
other member of the Group on an arm’s length basis and in the ordinary course of
business;

     

    
      	
              8.3.6

            	
              Share
      capital and distribution

            


    

     

    
      	
               
      

            	
               (a)

            	
              subject
      to paragraph (b) below, purchase or otherwise acquire for value any shares
      of its capital or declare or pay any dividends or distribute any of its
      present or future assets, undertaking, rights or revenues to any of its
      shareholders;

            


    

     

    
      	
               
      

            	
               (b)

            	
              the
      Borrower may declare or pay dividends to its shareholders in respect of
      any of its financial half-years if (a) no Default shall have occurred at
      the time of declaration or payment of such dividends nor would occur as a
      result of the declaration or payment of such dividends and (b) such
      dividends do not exceed 75% of the Borrower’s Net Profit for such
      financial half-year;

            


    

     

    
      	
              8.3.7

            	
              Shareholdings

            


    

     

    change,
cause, permit any change in, the legal ownership of any Owner or the Manager,
such that any of them ceases to be a wholly-owned direct Subsidiary of the
Borrower; or

     

    
      	
              8.3.8

            	
              Constitutional
      documents

            


    

     

    agree to
any amendments or variation of its constitutional documents.

     

    
      	
              8.4

            	
              Financial
      undertakings

            


    

     

    
      	
              8.4.1

            	
              The
      Borrower undertakes with the Bank that, from the date of this Agreement
      and so long as any moneys are owing under the Security Documents and while
      all or any part of the Commitment remains outstanding, it will ensure
      that:

            


    

     

    
      	
               
      

            	
               (a)

            	
              Equity
      Ratio

            


    

     

    the
Equity Ratio shall not be, in respect of any Accounting Period, less than
0.35:1.0;


    
      
         


      

      
        30

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
                (b)

            	
               Liquidity

            


    

     

    it
maintains at the end of each Accounting Period and at all other times during the
Security Period, Consolidated Cash and Cash Equivalents of at least
$10,000,000.

     

    
      	
              8.4.2

            	
              All
      the terms defined in clause 1.2 and used in this clause 8.4 and
      other accounting terms used in this clause 8.4 are to be determined
      on a consolidated basis and (except as items are expressly included or
      excluded in the relevant definition or provision) are used and shall be
      construed in accordance with the Applicable Accounting Principles
      consistently applied and as determined by reference to any relevant
      Accounting Information or any other information available to the Bank at
      any relevant time.

            


    

     

    
      	
              8.4.3

            	
              The
      compliance of the Borrower with the undertakings set out in
      clause 8.4.1 shall be tested by the Bank (a) as at the end of each
      Accounting Period on the basis of calculations made by the Bank by
      reference to the Accounting Information relevant to such Accounting
      Period, at the time when such Accounting Information is supplied to the
      Bank under clause 8.1.5 and (b) at any other time by reference to such
      Accounting Information or any other relevant information available to the
      Bank at that time.

            


    

     

    
      	
              8.4.4

            	
              Without
      prejudice to the other terms of this clause 8.4 and, in particular,
      the time when compliance with the financial undertakings of
      clause 8.4.1 is to be measured by the Bank pursuant to
      clause 8.4.3, the Borrower hereby undertakes that the financial
      undertakings of clause 8.4.1 will be complied with at all times
      during the whole term of each Accounting
Period.

            


    

     

    
      	
              8.4.5

            	
              For
      the purposes of this clause 8.4: (a) no item shall be deducted or
      credited more than once in any calculation; and (b) any amount expressed
      in a currency other than Dollars shall be converted into Dollars in
      accordance with the Applicable Accounting Principles consistently
      applied.

            


    

     

    
      	
              8.4.6

            	
              For
      the purposes of this clause 8.4, each Fleet Vessel (other than the Ships)
      shall be valued as and when required by the Bank in its sole discretion at
      the cost of the Borrower, in accordance with, and in the manner described
      in, clauses 8.2.2, 8.2.3, 8.2.4 and 8.2.6, which shall apply to this
      clause mutatis mutandis
      as if set out in full herein in respect of the Fleet Vessels
      instead of the Ships.

            


    

     

    
      	
              9

            	
              Conditions

            


    

     

    
      	
              9.1.1

            	
              Commitment

            


    

     

    The
obligation of the Bank to make the Commitment available shall be subject to the
condition that the Bank 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 Part 1 of schedule 2 in form and
substance satisfactory to the Bank.

     

    
      	
              9.1.2

            	
              First
      Advance

            


    

     

    The
obligation of the Bank to make available any Advance shall be subject to the
condition that the Bank or its duly authorised representative shall have
received, on or prior to the drawdown of the first Advance to be drawn down, the
documents and evidence specified in Part 2 of schedule 2, in form and substance
satisfactory to the Bank.

     

    
      	
              9.1.3

            	
              Further
      Advances

            


    

     

    The
obligation of the Bank to make available any Advance (other than the first
Advance), which for the purposes of compliance with clause 2.3.3(b) requires the
execution and registration of a Mortgage over a Ship (other than Island Globe) in favour of
the Bank, shall be subject to the condition that the Bank or its duly authorised
representative shall have received, on or prior to the drawdown of such Advance,
the documents and evidence specified in Part 3 of schedule 2 relating to such
Ship (referred to in such Part 3 as the “Relevant Ship”) in form and
substance satisfactory to the Bank.


    
      
         


      

      
        31

        
          

        

      

      
         


      

    


    
      	
              9.2

            	
              General
      conditions precedent

            


    

     

    The
obligation of the Bank to make any Advance available shall be subject to the
further conditions that, at the time of the giving of the Drawdown Notice for
such Advance, and at the time of the making of such Advance:

     

    
      	
              9.2.1

            	
              the
      representations and warranties contained in (i) clauses 7.1, 7.2 and
      7.3(b) and (ii) clause 4 of each Owner’s 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;

            


    

     

    
      	
              9.2.2

            	
              no
      Default shall have occurred and be continuing or would result from the
      making of such Advance; and

            


    

     

    
      	
              9.2.3

            	
              in
      the case of Advances other than the first Advance to be drawn down, that
      the conditions set out in clauses 9.1.1 and 9.1.2 have been
      satisfied.

            


    

     

    
      	
              9.3

            	
              Waiver
      of conditions precedent

            


    

     

    The
conditions specified in this clause 9 are inserted solely for the benefit
of the Bank and may be waived by the Bank 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 of an Advance and not
later than five (5) Banking Days prior to each Interest Payment Date, the Bank
may request and the Borrower shall, not later than two (2) Banking Days prior to
such date, deliver to the Bank on such request further favourable certificates
and/or favourable opinions as to any or all of the matters which are the subject
of clauses 7, 8, 9 and 10.

     

    
      	
              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 or the Underlying Documents at the time, in the
      currency and in the manner stipulated in the Security Documents or the
      Underlying 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

            	
              Master Swap Agreement:
      (a) an Event of Default or Potential Event of Default (in each case as
      defined in the Master Swap Agreement) has occurred and is continuing with
      the Borrower as the Defaulting Party (as defined in the Master Swap
      Agreement) under the Master Swap Agreement or (b) an Early Termination
      Date has occurred or been or become capable of being effectively
      designated under the Master Swap Agreement by the Bank or (c) the Master
      Swap Agreement is terminated, cancelled, suspended, rescinded or revoked
      or otherwise ceases to remain in full force and effect for any reason;
      or

            


    


    
      
         


      

      
        32

        
          

        

      

      
         


      

    


    
      	
              10.1.3

            	
              Breach of Insurances and
      certain other obligations: the relevant Owner or, as the case may
      be, the Manager fails to obtain and/or maintain the Insurances (in
      accordance with the requirements of the relevant Ship Security Documents)
      for any of the Mortgaged Ships or if any insurer in respect of any such
      Insurances cancels such Insurances or disclaims liability by reason, in
      either case, of mis-statement in any proposal for such Insurances or for
      any other failure or default on the part of any of the Owners or any other
      person, or the Borrower commits any breach of or omits to observe any of
      the obligations or undertakings expressed to be assumed by it under
      clauses 8.2 or 8.3 or 8.4 of this Agreement or any of the Owners commits
      any breach of or omits to observe any of the obligations or undertakings
      expressed to be assumed by it under clause 5 of the relevant Owner’s
      Guarantee; or

            


    

     

    
      	
              10.1.4

            	
              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 to which it is a party or any of
      the Underlying Documents (other than those referred to in
      clauses 10.1.1, 10.1.2 and 10.1.3 above) and, in respect of any such
      breach or omission which in the opinion of the Bank is capable of remedy,
      such action as the Bank may require shall not have been taken within
      fourteen (14) days of the Bank notifying the relevant Security Party of
      such default and of such required action;
or

            


    

     

    
      	
              10.1.5

            	
              Misrepresentation: any
      representation or warranty made or deemed to be made or repeated by or in
      respect of any Security Party to which it is a 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 to which
      it is a party or any of the Underlying Documents, is or proves to have
      been incorrect or misleading in any material respect;
  or

            


    

     

    
      	
              10.1.6

            	
              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 the
      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 (howsoever described) of the person
      concerned unless the Relevant Party shall have satisfied the Bank that
      such withdrawal, suspension or cancellation will not affect or prejudice
      in any way such 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

            


    

     

    
      	
              10.1.7

            	
              Legal process: any
      judgment or order made against any Relevant Party is not stayed or
      complied with within fourteen (14) 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 fourteen (14) days; or

            


    

     

    
      	
              10.1.8

            	
              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; is declared “bankrupt” within the meaning of
      Article 8 (Meaning of Bankruptcy) of the Interpretation (Jersey) Law 1954;
      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

            


    

     

    
      	
              10.1.9

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

            


    

     

    
      	
              10.1.10

            	
              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

            


    


    
      
         


      

      
        33

        
          

        

      

      
         


      

    

     

    
      	
              10.1.11

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

            


    

     

    
      	
              10.1.12

            	
              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

            


    

     

    
      	
              10.1.13

            	
              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 person and any of its creditors;
      or

            


    

     

    
      	
              10.1.14

            	
              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 Bank, appears in that country or territory
      to correspond with, or have an effect equivalent or similar to, any of
      those mentioned in clauses 10.1.7 to 10.1.13 (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

            


    

     

    
      	
              10.1.15

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

            


    

     

    
      	
              10.1.16

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

            


    

     

    
      	
              10.1.17

            	
              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

            


    

     

    
      	
              10.1.18

            	
              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 Bank to exercise the rights or any of them
      vested in it under any of the Security Documents or otherwise;
      or

            


    

     

    
      	
              10.1.19

            	
              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

            


    

     

    
      	
              10.1.20

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

            


    

     

    
      	
              10.1.21

            	
              Material adverse change:
      there occurs, in the opinion of the Bank, a material adverse change in the
      financial condition of any Security Party or any other member of the
      Group, or the Group as a whole, by reference to the financial statements
      of the Group referred to in clause 7.1.11 or from that described by any
      Security Party to the Bank in the negotiation of this Agreement, which,
      would in the opinion of the Bank materially impair the ability of the
      Security Parties (or any of them) to perform their respective obligations
      under this Agreement and to the Security Documents to which they are a
      party; or

            


    


    
      
         


      

      
        34

        
          

        

      

      
         


      

    

     

    
      	
              10.1.22

            	
              Arrest: any Mortgaged
      Ship is arrested, confiscated, seized, taken in execution, impounded,
      forfeited, detained in exercise or purported exercise of any possessory
      lien or other claim or otherwise taken from the possession of the relevant
      Owner and the relevant Owner shall fail to procure the release of such
      Mortgaged Ship within a period of three (3) Banking Days thereafter;
      or

            


    

     

    
      	
              10.1.23

            	
              Registration: the
      registration of any Ship under the laws and flag of the relevant Flag
      State is cancelled or terminated without the prior written consent of the
      Bank or if such registration of such Ship is not renewed at least
      forty-five (45) days prior to the expiry of such registration;
      or

            


    

     

    
      	
              10.1.24

            	
              Unrest: the Flag State
      of any Ship becomes involved in hostilities or civil war or there is a
      seizure of power in such Flag State by unconstitutional means if, in any
      such case, such event could in the opinion of the Bank reasonably be
      expected to have a material adverse effect on the security constituted by
      any of the Security Documents; or

            


    

     

    
      	
              10.1.25

            	
              Environment: the
      Borrower, any of the Owners and/or any other Relevant Party and/or any of
      their respective Environmental Affiliates fails to comply with any
      Environmental Law or any Environmental Approval or any of the Ships or any
      other Relevant Ship is involved in any incident which gives rise or may
      give rise to an Environmental Claim if, in any such case, such
      non-compliance or incident or the consequences thereof could, in the
      opinion of the Bank, reasonably be expected to have a material adverse
      effect on the business, assets, operations, property or financial
      condition of the Borrower or any of its Related Companies or any other
      Relevant Party or the Group as a whole or on the security constituted by
      any of the Security Documents; or

            


    

     

    
      	
              10.1.26

            	
              P&I: the Borrower or
      any of the Owners or any other person fails or omits to comply with any
      requirements of the protection and indemnity association or other insurer
      with which any Ship is entered for insurance or insured against protection
      and indemnity risks (including all P&I risks) to the effect that any
      cover (including, without limitation, any cover in respect of liability
      for Environmental Claims arising in jurisdictions where any Ship operates
      or trades) is or may be liable to cancellation, qualification or exclusion
      at any time; or

            


    

     

    
      	
              10.1.27

            	
              Shareholdings: (a) any
      Owner or the Manager ceases to be a wholly-owned direct Subsidiary of the
      Borrower or (b) there is any change in the ultimate beneficial ownership
      of any of the shares in the Borrower such that Mr George Feidakis ceases
      to be the ultimate beneficial owner of at least 35% of the total issued
      voting share capital of the Borrower at any relevant time;
    or

            


    

     

    
      	
              10.1.28

            	
              Accounts: moneys are
      withdrawn from any Operating Account other than in accordance with clause
      5 of the relevant Owner’s Guarantee;
or

            


    

     

    
      	
              10.1.29

            	
              Manager: any Ship ceases
      to be managed by the Manager without the prior written consent of the
      Bank; or

            


    

     

    
      	
              10.1.30

            	
              De-listing etc.: the
      shares of the Borrower are de-listed, or cease to trade or are suspended
      from trading (whether permanently or temporarily for longer than ten (10)
      consecutive days) on, the Alternative Investments Market of the London
      Stock Exchange; or

            


    

     

    
      	
              10.1.31

            	
              Initial Charters: any
      Initial Charter is cancelled, repudiated or terminated for any reason
      (other than by mere effluxion of time or the Total Loss of the relevant
      Ship); or

            


    

     

    
      	
              10.1.32

            	
              Licenses,
      etc:  any license, authorisation, consent or approval at
      any time necessary to enable any Security Party to comply with its
      obligations under the Security Documents or the Underlying 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 transaction under the Security
      Documents or the Underlying 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 the Underlying Documents;
      or

            


    


    
      
         


      

      
        35

        
          

        

      

      
         


      

    

     

    
      	
              10.1.33

            	
              Material events: any
      other event occurs or circumstance arises which, in the reasonable opinion
      of the Bank, 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 to which it is a party or (ii) the security created by any of
      the Security Documents.

            


    

     

    
      	
              10.2

            	
              Acceleration

            


    

     

    The Bank
shall, without prejudice to any other rights of the Bank, at any time after the
happening of an Event of Default by notice to the Borrower declare
that:

     

    
      	
              10.2.1

            	
              the
      obligation of the Bank to make the Commitment available shall be
      terminated, whereupon the Commitment at the time shall be reduced to zero
      forthwith; and/or

            


    

     

    
      	
              10.2.2

            	
              the
      Loan and all interest and commitment commission 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.

            


    

     

    
      	
              10.3

            	
              Demand
      basis

            


    

     

    If,
pursuant to clause 10.2.2, the Bank declares the Loan to be due and payable
on demand, the Bank may by written notice to the Borrower (a) 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 commitment
commission accrued and all other sums payable under this Agreement or (b)
withdraw such declaration with effect from the date specified in such
notice.

     

    
      	
              11

            	
              Indemnities

            


    

     

    
      	
              11.1

            	
              Miscellaneous
      indemnities

            


    

     

    The
Borrower shall on demand indemnify the Bank, without prejudice to any of the
Bank's other rights under any of the Security Documents, against any loss
(including loss of Margin) or expense which the Bank 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 any part thereof) being made under clauses 4.2,
      4.3, 4.4, 8.2.1(a) or 12.1 or any other prepayment or repayment of an
      Advance (or part thereof) being made otherwise than on an Interest Payment
      Date relating to the part of the Advance being prepaid or repaid;
      or

            


    

     

    
      	
              11.1.4

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

            


    

     

    including,
in any such case, but not limited to any loss or expense sustained or incurred
by the Bank in maintaining or funding the Commitment or any part thereof or in
liquidating or re-employing deposits from third parties acquired to effect or
maintain the Commitment or any part thereof or any other amount owing to the
Bank.


    
      
         


      

      
        36

        
          

        

      

      
         


      

    

     

    
      	
              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 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 (a) making or filing a claim or proof against the Borrower, (b)
obtaining an order or judgment in any court or other tribunal or (c) enforcing
any order or judgment given or made in relation to any of the Security
Documents, the Borrower shall indemnify and hold harmless the Bank from and
against any loss suffered as a result of any difference between (i) the rate of
exchange used for such purpose to convert the sum in question from the first
currency into the second currency and (ii) the rate or rates of exchange at
which the Bank 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 the Bank 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 the Bank 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 the Bank if such Environmental Claim would not have been, or
been capable of being, made or asserted against the Bank 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.

     

    
      	
              11.4

            	
              Central
      Bank or European Central Bank reserve requirements
    indemnity

            


    

     

    The
Borrower shall on demand promptly indemnify the Bank against any cost incurred
or loss suffered by the Bank as a result of its complying with the minimum
reserve requirements of the European Central Bank and/or with respect to
maintaining required reserves with the relevant national central bank to the
extent that such compliance relates to the Commitment or the Loan or part
thereof or deposits obtained by it to fund or maintain the whole or part of the
Loan and such cost or loss is not recoverable by the Bank under clause
12.2.

     

    
      	
              12

            	
              Unlawfulness
      and increased costs

            


    

     

    
      	
              12.1

            	
              Unlawfulness

            


    

     

    If it is
or becomes contrary to any law or regulation for the Bank to make an Advance or
maintain its Commitment or fund the Loan, the Bank shall promptly give notice to
the Borrower whereupon (a) the Commitment shall be reduced to zero and (b) the
Borrower shall be obliged to prepay the Loan 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
and/or the Master Swap Agreement or either of them.


    
      
         


      

      
        37

        
          

        

      

      
         


      

    

     

    
      	
              12.2

            	
              Increased
      costs

            


    

     

    If the
result of any change in, or in the interpretation or application of, or the
introduction of, any law or any regulation, request or requirement (whether or
not having the force of law, but, if not having the force of law, with which the
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, is to:

     

    
      	
              12.2.1

            	
              subject
      the Bank to Taxes or change the basis of Taxation of the 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 the 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, the Bank or its holding
      company in making or keeping the Loan available or maintaining or funding
      all or part of the Loan; and/or

            


    

     

    
      	
              12.2.3

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

            


    

     

    
      	
              12.2.4

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

            


    

     

    
      	
              12.2.5

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

            


    

     

    
      	
              12.2.6

            	
              require
      the Bank or its 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 the Loan from its capital for regulatory
    purposes,

            


    

     

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

     

    
      	
               
      

            	
               (a)

            	
              the
      Bank shall notify the Borrower in writing of such event promptly upon its
      becoming aware of the same; and

            


    

     

    
      	
               
      

            	
               (b)

            	
              the
      Borrower shall on demand made at any time whether or not the Advances
      outstanding have been repaid, pay to the Bank the amount which the Bank
      specifies (in a certificate setting forth the basis of the computation of
      such amount but not including any matters which the Bank or its holding
      company regards as confidential) is required to compensate the Bank and/or
      (as the case may be) its holding company for such liability to Taxes,
      cost, reduction, payment, foregone return or
  loss.

            


    

     

    For the
purposes of this clause 12.2 “holding company” means the
company or entity (if any) within the consolidated supervision of which the Bank
is included.

     

    
      	
              12.3

            	
              Exception

            


    

     

    Nothing
in clause 12.2 shall entitle the 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.


    
      
         


      

      
        38

        
          

        

      

      
         


      

    

     

    
      	
              13

            	
              Security
      and set-off

            


    

     

    
      	
              13.1

            	
              Application
      of moneys

            


    

     

    All
moneys received by the Bank 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 toward payment of all unpaid costs, expenses, fees and commitment
      commissions which may be owing to the Bank under any of the Security
      Documents;

            


    

     

    
      	
              13.1.2

            	
              secondly,
      in or towards payment of any arrears of interest owing in respect of the
      Loan or any part thereof;

            


    

     

    
      	
              13.1.3

            	
              thirdly,
      in or towards repayment of the Loan (whether the same is due and payable
      or not);

            


    

     

    
      	
              13.1.4

            	
              fourthly,
      in or towards payment to the Bank of any sum owing to it under the Master
      Swap Agreement;

            


    

     

    
      	
              13.1.5

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

            


    

     

    
      	
              13.1.6

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

            


    

     

    
      	
              13.1.7

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

            


    

     

    
      	
              13.2

            	
              Set-off

            


    

     

    
      	
              13.2.1

            	
              The
      Borrower authorises the Bank (without prejudice to any of the Bank’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 such Borrower with any branch of the
      Bank in or towards satisfaction of any sum due and payable from the
      Borrower to the Bank under any of the Security Documents.  For
      this purpose, the Bank 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.

            


    

     

    
      	
              13.2.2

            	
              The
      Bank shall not be obliged to exercise any right given to it by this
      clause 13.2.  The Bank shall notify the Borrower forthwith
      upon the exercise or purported exercise of any right of set-off giving
      full details in relation thereto.

            


    

     

    
      	
              13.2.3

            	
              Nothing
      in this clause 13.2 shall be effective to create an Encumbrance or any
      other security interest.

            


    

     

    
      	
              13.3

            	
              Further
      assurance

            


    

     

    The
Borrower undertakes 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 Bank 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 Bank may be necessary or desirable
for perfecting the security contemplated or constituted by the Security
Documents.


    
      
         


      

      
        39

        
          

        

      

      
         


      

    

     

    
      	
              13.4

            	
              Conflicts

            


    

     

    In the
event of any conflict between this Agreement and any of the other Borrower’s
Security Documents, the provisions of this Agreement shall prevail.

     

    
      	
              14

            	
              Assignment,
      transfer and lending office

            


    

     

    
      	
              14.1

            	
              Benefit
      and burden

            


    

     

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

     

    
      	
              14.2

            	
              No
      assignment by Borrower

            


    

     

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

     

    
      	
              14.3

            	
              Assignment
      by Bank

            


    

     

    The Bank
may assign all or any part of its rights under this Agreement or under any of
the other Security Documents to any other bank or financial institution (an
“Assignee”) with the
prior written consent of the Borrower (such consent not to be unreasonably
withheld and the request for which to be promptly responded to) unless the
Assignee shall be a Related Company of the Bank (in which case no such consent
shall be required, the Borrower consenting to such assignment by its execution
of this Agreement).

     

    
      	
              14.4

            	
              Transfer

            


    

     

    The Bank
may transfer all or any part of its rights, benefits and/or obligations under
this Agreement and/or any of the other Security Documents to any one or more
banks or other financial institutions (a “Transferee”) with the prior
written consent of the Borrower (such consent not to be unreasonably withheld
and the request for which to be promptly responded to) unless the Transferee
shall be a Related Company of the Bank (in which case no such consent shall be
required, the Borrower consenting to such transfer by its execution of this
Agreement) and if the Transferee, by delivery of such undertaking as the Bank
may approve, becomes bound by the terms of this Agreement and agrees to perform
all or, as the case may be, part of the Bank’s obligations under this
Agreement.

     

    
      	
              14.5

            	
              Documenting
      assignments and transfers

            


    

     

    If the
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 clause 14.3 or 14.4 the
Borrower undertakes, immediately on being requested to do so by the Bank and at
the cost of the Bank, to enter into, and procure that the other Security Parties
shall enter into, such documents as may be necessary or desirable to transfer to
the Assignee or Transferee all or the relevant part of the Bank's interest in
the Security Documents and all relevant references in this Agreement to the Bank
shall thereafter be construed as a reference to the Bank and/or its Assignee or
Transferee (as the case may be) to the extent of their respective
interests.

     

    
      	
              14.6

            	
              Lending
      office

            


    

     

    The Bank
shall lend through its office at the address specified in the definition of
“Bank” in clause 1.2 or
through any other office of the Bank selected from time to time by it through
which the Bank wishes to lend for the purposes of this Agreement.  If
the office through which the Bank is lending is changed pursuant to this
clause 14.6, the Bank shall notify the Borrower promptly of such
change.


    
      
         


      

      
        40

        
          

        

      

      
         


      

    

     

    
      	
              14.7

            	
              Disclosure
      of information

            


    

     

    The Bank
may disclose to a prospective assignee, transferee or to any other person who
may propose entering into contractual relations with the Bank in relation to
this Agreement such information about the Borrower and the other Security
Parties or any of them as the Bank shall consider appropriate.

     

    
      	
              15

            	
              Notices
      and other matters

            


    

     

    
      	
              15.1

            	
              Notices

            


    

     

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

     

    
      	
              15.1.1

            	
              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;

            


    

     

    
      	
              15.1.2

            	
              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

            


    

     

    
      	
              15.1.3

            	
              be
      sent:

            


    

     

    
      	  	
              (a) 

            	
              if
      to the Borrower at:

            


    

     

    c/o
Globus Shipmanagement Corp.

    128
Vouliagmenis Avenue

    166 74
Glyfada

    Greece

     

    Fax
No:    +30 210 960 8352

    Attn:        Mr
George Karageorgiou

     

    
      	
               
      

            	
              (b)

            	
              if
      to the Bank at:

            


    

     

    Credit
Suisse

    St.
Alban-Graben 1-3

    P.O. Box
CH-4002

    Basel

    Switzerland

     

    Fax
No:       +41 61 266 7939

    Attention:  Ms
Lydia Lampadaridou

     

    or to
such other address and/or numbers as is notified by one party to the other party
under this Agreement.

     

    
      	
              15.2

            	
              No
      implied waivers, remedies
cumulative

            


    

     

    No
failure or delay on the part of the Bank 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 the Bank of any power, right or remedy
preclude any other or further exercise 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.


    
      
         


      

      
        41

        
          

        

      

      
         


      

    

     

    
      	
              15.3

            	
              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 Bank shall be entitled to rely.

     

    
      	
              15.4

            	
              Waiver
      of Borrowers' rights

            


    

     

    The
Borrower agrees with the Bank that, from the date of this Agreement and so long
as any moneys are owing under any of the Security Documents and while all or any
part of the Commitment remains outstanding, it will not, without the prior
written consent of the Bank:

     

    
      	
              15.4.1

            	
              exercise
      any right of subrogation, reimbursement and indemnity against any Owner or
      any other person liable under the Security Documents, whether in respect
      of any Indebtedness or intra-Group loans or
  otherwise;

            


    

     

    
      	
              15.4.2

            	
              demand
      or accept repayment in whole or in part of any Indebtedness (including
      intra-Group loans) now or hereafter due to such Borrower from any Owner or
      from any other person liable under the Security Documents or demand or
      accept any guarantee, indemnity or other assurance against financial loss
      or any document or instrument created or evidencing an Encumbrance in
      respect of the same or dispose of the
same;

            


    

     

    
      	
              15.4.3

            	
              take
      any steps to enforce any right against any Owner or any other person
      liable under the Security Documents in respect of any such moneys;
      or

            


    

     

    
      	
              15.4.4

            	
              claim
      any set-off or counterclaim against any Owner or any other person liable
      under the Security Documents or claiming or proving in competition with
      the Bank in the liquidation of any Owner or any other person liable under
      the Security Documents or have the benefit of, or share in, any payment
      from or composition with, any Owner or any other person liable under the
      Security Documents or any other Security Document now or hereafter held by
      the Bank for any moneys owing under this Agreement or for the obligations
      or liabilities of any other person liable but so that, if so directed by
      the Bank, it will prove for the whole or any part of its claim in the
      liquidation of any Owner or other person liable under the Security
      Documents on terms that the benefit of such proof and all money received
      by it in respect thereof shall be held on trust for the Bank and applied
      in or towards discharge of any moneys owing under this Agreement in such
      manner as the Bank shall deem
appropriate.

            


    

     

    
      	
              16

            	
              Governing
      law and jurisdiction

            


    

     

    
      	
              16.1

            	
              Law

            


    

     

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

     

    
      	
              16.2

            	
              Submission
      to jurisdiction

            


    

     

    The
Borrower agrees, for the benefit of the Bank, 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
Messrs. Saville & Co. at present of One Carey Lane, London EC2V 8AE, 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 the Bank 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.


    
      
         


      

      
        42

        
          

        

      

      
         


      

    

     

    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 the Bank arising out of or in connection with this
Agreement.

     

    
      	
              16.3

            	
              Contracts
      (Rights of Third Parties) Act 1999

            


    

     

    No term
of this Agreement is enforceable under 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.


    
      
         


      

      
        43

        
          

        

      

      
         


      

    

     

    Schedule 1

     

    Form
of Drawdown Notice

     

    (referred
to in clause 2.2)

     

    
      	
              To: 

            	
              Credit
      Suisse

            


    

    St.
Alban-Graben 1-3

    P.O. Box
CH 4002

    Basel

    Switzerland

     

    [·] 200[·]

     

    US$120,000,000
Reducing Revolving Credit Facility

    Facility
Agreement dated [·]
November 2007

     

    We refer
to the above Facility Agreement (the “Facility Agreement”) and
hereby give you notice that we wish to draw down an Advance in the amount of
$[·] on
[                      ]
200[·] and select an
Interest Period in respect thereof of [·] months.  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 (i) in clauses 7.1, 7.2 and
      7.3(b) of the Facility Agreement and (ii) in clauses 4.1 and 4.2 of each
      executed Owner’s Guarantee, are true and correct at the date hereof as if
      made with respect to the facts and circumstances existing at such
      date;

            


    

     

    
      	
              (c)

            	
              the
      borrowing to be effected by the drawdown of such Advance will be within
      our corporate powers, has been validly authorised by appropriate corporate
      action and will not cause any limit on our borrowings (whether imposed by
      statute, regulation, agreement or otherwise) to be exceeded;
      and

            


    

     

    
      	
              (d)

            	
              there
      has been no material adverse change in the financial position of ourselves
      or any Security Party or the Group, from that described by us or any other
      Security Party to the Bank 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

                  
	
                    GLOBUS
      MARITIME
LIMITED

                  


          

        

      

    


    
      
         


      

      
        44

        
          

        

      

      
         


      

    

    


    Schedule 2

    Documents
and evidence required as conditions precedent to the

    Commitment
being made available

     

    (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 of each Security Party and officer’s certificates
attaching extracts of the resolutions of the shareholders of each Security
Party, approving such of the Underlying Documents and 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:

     

    
      	
               
      

            	
              (a)

            	
              being
      true and correct;

            


    

     

    
      	
               
      

            	
              (b)

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

            


    

     

    
      	
               
      

            	
              (c)

            	
              not
      having been amended, modified or revoked;
and

            


    

     

    
      	
               
      

            	
              (d)

            	
              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 Underlying Documents and 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;


    
      
         


      

      
        45

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              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 Advances pursuant to this Agreement or the execution,
delivery and performance of the Borrower's Security Documents;

     

    
      	
               
      

            	
              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 (other than the Borrower)
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 Commitment pursuant to this Agreement and execute, deliver and
perform the Security Documents insofar as such Security Party is a party
thereto;

     

    
      	
               
      

            	
              7

            	
               Certified
      Underlying Documents

            


    

     

    a copy,
certified (in a certificate dated no earlier than (5) five Banking Days prior to
the date of this Agreement) as a true and complete copy by an officer of the
Borrower of the Management Agreements and the Contracts;

     

    
      	
               
      

            	
              8

            	
               Marshall
      Islands opinion

            


    

     

    an
opinion of Cozen O’Connor, special legal advisers on matters of Marshall Islands
law to the Bank;

     

    
      	
               
      

            	
              9

            	
               Jersey
      opinion

            


    

     

    an
opinion of Walkers, special legal advisers on matters of Jersey law to the
Bank;

     

    
      	
              10

            	
              Operating
      Accounts

            


    

     

    evidence
that the Operating Accounts of the Owners have been opened together with duly
completed mandate forms in respect thereof and that there is a credit balance in
each such Operating Account;

     

    
      	
              11

            	
              Security
      Documents

            


    

     

    the
Master Swap Agreement, the Operating Account Pledges, the Master Agreement
Security Deed and the Owner’s Guarantees, each duly executed by the relevant
Security Parties;

     

    
      	
              12

            	
              Fees

            


    

     

    evidence
that any fees are under clause 5.1.1 have been paid in full;

     

    
      	
              13

            	
              Borrower’s
      process agent

            


    

     

    a letter
from the Borrower’s process agent for receipt of service of proceedings referred
to in clause 16.2 accepting its appointment under the said clause and under each
of the other Security Documents referred to in this Part 1 and in which it is or
is to be appointed as the Borrower’s agent; and


    
      
         


      

      
        46

        
          

        

      

      
         


      

    

     

    
      	
              14

            	
              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 referred to in this Part 1 and in which it
is or is to be appointed as such Security Party’s agent.


    
      
         


      

      
        47

        
          

        

      

      
         


      

    

     

    Part
2

    First
Advance

     

    
      	
               
      

            	
              1

            	
               Drawdown
      Notice

            


    

     

    The
Drawdown Notice in respect of the first Advance to be drawn down duly
executed;

     

    
      	
               
      

            	
              2

            	
               Conditions
      precedent

            


    

     

    evidence
that the conditions precedent set out in Part 1 of schedule 2 remain fully
satisfied;

     

    
      	
               
      

            	
              3

            	
               Ship
      conditions

            


    

     

    evidence
that Island Globe (the
“First
Ship”):

     

    
      	
              3.1

            	
              Registration
      and Encumbrances

            


    

     

    is
permanently registered in the name of the relevant Owner under the laws and flag
of the relevant Flag State through the relevant Registry and that the First Ship
and its Earnings, Insurances and Requisition Compensation are free of
Encumbrances;

     

    
      	
              3.2

            	
              Classification

            


    

     

    maintains
the relevant Classification free of all requirements and recommendations of the
relevant Classification Society;

     

    
      	
              3.3

            	
              Insurance

            


    

     

    is
insured in accordance with the provisions of the relevant Ship Security
Documents and all requirements of such Ship Security Documents in respect of
such insurance have been complied with (including without limitation,
confirmation from the protection and indemnity association or other insurer with
which such Ship is, or is to be, entered for insurance or insured against
protection and indemnity risks (including oil pollution risks) that any
necessary declarations required by the association or insurer for the removal of
any oil pollution exclusion have been made and that any such exclusion does not
apply to such Ship); and

     

    
      	
              3.4

            	
              Initial
      Charter

            


    

     

    has been
delivered for service to the relevant charterer under the relevant Initial
Charter;

     

    
      	
               
      

            	
              4

            	
               Ship
      Security Documents

            


    

     

    the Ship
Security Documents in respect of the First Ship, each duly
executed;

     

    
      	
               
      

            	
              5

            	
               Mortgage
      registration

            


    

     

    evidence
that the Mortgage over the First Ship has been permanently registered against
the First Ship under the laws and flag of the relevant Flag State through the
relevant Registry;


    
      
         


      

      
        48

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              6

            	
               Registration
      forms

            


    

     

    such
statutory forms duly signed by the Borrower and the other Security Parties as
may be required by the Bank to perfect the security contemplated by the Security
Documents referred to in this Part 2;

     

    
      	
               
      

            	
              7

            	
               Notices
      of assignment

            


    

     

    copies of
duly executed notices of assignment required by the terms of the relevant Ship
Security Documents referred to in this Part 2 and in the forms prescribed by
such Ship Security Documents;

     

    
      	
               
      

            	
              8

            	
               Valuation

            


    

     

    a
valuation of the First Ship made by one or (as the case may be) two shipbrokers
in accordance with, and on the basis described in, clause 8.2.2, at the expense
of the Borrower, such valuation to be made not earlier than thirty (30) days
prior to the drawdown of the first Advance to be drawn down;

     

    
      	
               
      

            	
              9

            	
               Insurance
      opinion

            


    

     

    an
opinion (at the cost of the Borrower) from insurance consultants to the Bank on
the Insurances effected or to be effected in respect of the First Ship upon and
following the first Drawdown Date;

     

    
      	
              10

            	
              SMC/DOC

            


    

     

    a copy,
certified (in a certificate dated no earlier than five (5) Banking Days prior to
the date of this Agreement) as a true and complete copy by an officer of the
Borrower of the DOC issued to the Operator of the First Ship and the SMC for the
First Ship;

     

    
      	
              11

            	
              ISPS

            


    

     

    
      	
               
      

            	
              (a)

            	
              evidence
      satisfactory to the Bank that the First Ship is subject to a ship security
      plan which complies with the ISPS Code;
and

            


    

     

    
      	
               
      

            	
              (b)

            	
              a
      copy, certified (in a certificate dated no earlier than five (5) Banking
      Days prior to the first Drawdown Date) as a true and complete copy by an
      officer of the Borrower of the ISSC and the continuous synopsis record (as
      described in the ISPS Code) for the First
Ship;

            


    

     

    
      	
              12

            	
              Fees

            


    

     

    evidence
that any fees due under clause 5.1.1 and any commitment commission due pursuant
to clause 5.1.2 have been paid in full;

     

    
      	
              13

            	
              Marshall
      Islands opinion

            


    

     

    an
opinion of Cozen O’ Connor, special legal advisers on matters of Marshall
Islands law to the Bank;

     

    
      	
              14

            	
              Initial
      Charter

            


    

     

    a
certified true copy of the Initial Charter in respect of the First
Ship;


    
      
         


      

      
        49

        
          

        

      

      
         


      

    

     

    
      	
              15

            	
              Security
      Parties’ process agent

            


    

     

    a letter
from the relevant Security Parties’ agent for receipt of service of proceedings
accepting its appointment under each of the Security Documents referred to in
this Part 2 and in which it is or is to be appointed as the relevant Security
Party's agent;

     

    
      	
              16

            	
              Existing
      Indebtedness

            


    

     

    evidence
that the Indebtedness of the Borrower existing on the date of this Agreement and
secured on the First Ship has been, or will be with the proceeds of the first
Advance to be drawn down, repaid in full, and any security granted in respect
thereof has been discharged; and

     

    
      	
              17

            	
              Further
      matters/opinions

            


    

     

    any such
other matter or further opinion as may be required by the Bank.

     


    
      
         


      

      
        50

        
          

        

      

      
         


      

    


    Part
3

    Further
Advances

     

    
      	
               
      

            	
              1

            	
               Drawdown
      Notice

            


    

     

    The duly
executed Drawdown Notice in respect of any Advance (other than the first
Advance) which is to be made (the “Relevant Advance”) which, for
the purposes of compliance with clause 2.3.3(b), requires the execution and
registration of a Mortgage in favour of the Bank over a Ship (the “Relevant Ship”) (other than
Island
Globe);

     

    
      	
               
      

            	
              2

            	
               Ship
      conditions

            


    

     

    evidence
that the Relevant Ship:

     

    
      	
              2.1

            	
              Registration
      and Encumbrances

            


    

     

    is
permanently registered in the name of the relevant Owner under the laws and flag
of the relevant Flag State through the relevant Registry and that such Relevant
Ship and its Earnings, Insurances and Requisition Compensation are free of
Encumbrances;

     

    
      	
              2.2

            	
              Classification

            


    

     

    maintains
the relevant Classification free of all requirements and recommendations of the
relevant Classification Society;

     

    
      	
              2.3

            	
              Insurance

            


    

     

    is
insured in accordance with the provisions of the relevant Ship Security
Documents and all requirements of such Ship Security Documents in respect of
such insurance have been complied with (including without limitation,
confirmation from the protection and indemnity association or other insurer with
which such Relevant Ship is, or is to be, entered for insurance or insured
against protection and indemnity risks (including oil pollution risks) that any
necessary declarations required by the association or insurer for the removal of
any oil pollution exclusion have been made and that any such exclusion does not
apply to such Relevant Ship); and

     

    
      	
              2.4

            	
              Initial
      Charter

            


    

     

    evidence
that the Relevant Ship has been delivered for service to the relevant charterer
under the relevant Initial Charter;

     

    
      	
               
      

            	
              3

            	
               Ship
      Security Documents

            


    

     

    the Ship
Security Documents in respect of the Relevant Ship, each duly
executed;

     

    
      	
               
      

            	
              4

            	
               Mortgage
      registration

            


    

     

    evidence
that the Mortgage over the Relevant Ship has been permanently registered against
the Relevant Ship under the laws and flag of the relevant Flag State through the
relevant Registry;

     

    
      	
               
      

            	
              5

            	
               Registration
      forms

            


    

     

    such
statutory forms duly signed by the relevant Owner and the other Security Parties
as may be required by the Bank to perfect the security contemplated by the
relevant Security Documents referred to in this Part 3;


    
      
         


      

      
        51

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              6

            	
               Notices
      of assignment

            


    

     

    copies of
duly executed notices of assignment requested by the terms of the relevant Ship
Security Documents referred to in this Part 3 and in the forms prescribed by
such Ship Security Documents referred to in this Part 3;

     

    
      	
               
      

            	
              7

            	
               Delivery
      documents

            


    

     

    copies,
certified by the relevant Owner to be true and complete, of the bill of sale,
the protocol of delivery and acceptance, the relevant commercial invoice and any
other relevant delivery documents exchanged in respect of the Relevant Ship
under the relevant Contract;

     

    
      	
               
      

            	
              8

            	
               Transfer
      of title

            


    

     

    evidence
that the transfer of title to the Relevant Ship from the relevant Seller to the
relevant Owner has been duly recorded in the relevant Registry free from
Encumbrances;

     

    
      	
               
      

            	
              9

            	
               Valuations

            


    

     

    a
valuation of the Relevant Ship made by one or (as the case may be) two
shipbrokers in accordance with, and on the basis described in, clause 8.2.2, at
the expense of the Borrower, such valuation to be made not earlier than thirty
(30) days prior to the drawdown of the Relevant Advance;

     

    
      	
              10

            	
              Insurance
      opinion

            


    

     

    an
opinion (at the cost of the Borrower) from insurance consultants to the Bank on
the insurances effected or to be effected in respect of the Relevant Ship upon
and following the drawdown of the Relevant Advance;

     

    
      	
              11

            	
              SMC/DOC

            


    

     

    a copy,
certified (in a certificate dated no earlier than five (5) Banking Days prior to
the Drawdown Date of the Relevant Advance) as a true and complete copy by an
officer of the relevant Owner of the DOC issued to the Operator of the Relevant
Ship and either (a) the SMC for the Relevant Ship or (b) an application for the
issuance of the SMC for the Relevant Ship;

     

    
      	
              12

            	
              ISPS

            


    

     

    
      	
               
      

            	
              (a)

            	
              evidence
      satisfactory to the Bank that the Relevant Ship is subject to a ship
      security plan which complies with the ISPS Code;
  and

            


    

     

    
      	
               
      

            	
              (b)

            	
              a
      copy, certified (in a certificate dated no earlier than five (5) Banking
      Days prior to the Drawdown Date of the Relevant Advance) as a true and
      complete copy by an officer of the relevant Owner of either (a) the ISSC
      or (b) an application for the issuance of the ISSC and the continuous
      synopsis record (as described in the ISPS Code) for the Relevant
      Ship;

            


    

     

    
      	
              13

            	
              Fees

            


    

     

    evidence
that any fees due under clause 5.1.1 and any commitment commission due under
clause 5.1.2 have been paid in full;

     

    
      	
              14

            	
              Marshall
      Islands opinion

            


    

     

    an
opinion of Cozen O’Connor, special legal advisers on matters of Marshall Islands
law to the Bank;


    
      
         


      

      
        52

        
          

        

      

      
         


      

    

     

    
      	
              15

            	
              Initial
      Charter

            


    

     

    a
certified true copy of the Initial Charter in respect of the Relevant Ship, duly
executed;

     

    
      	
              16

            	
              Security
      Parties’ process agent

            


    

     

    a letter
from the relevant Security Parties’ agent for receipt of service of proceedings
accepting its appointment under each the said Security Documents referred to in
this Part 3 in which it is or is to be appointed as the said Security Parties’
process agent; and

     

    
      	
              17

            	
              Further
      matter/opinions

            


    

     

    any such
other matters or further opinions as the Bank may require.


    
      
         


      

      
        53

        
          

        

      

      
         


      

    

     

    Schedule 3

     

    Form
of Master Swap Agreement


    
      
         


      

      
        54

        
          

        

      

      
         


      

    

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Schedule

    to
the

    2002
Master Agreement

     

    dated as
of ____________________

     

    between

     

    
      	
               

              Credit
      Suisse

               

              a
      banking company incorporated

              under
      the laws of Switzerland

               

              (“Party
      A”)

            	
              and

            	
               

              Globus
      Maritime Limited

               

              a
      company organized in the form of a limited company,

              incorporated under
      the laws of Jersey, whose registered office is at Walker House, 28-34 Hill
      Street, St. Helier, Jersey JE4 8PN

               

              (“Party
      B”)

            


    

     

    Part
1

    Termination
Provisions

     

    In this
Agreement:

     

    
      	
              (a)

            	
              Specified Entity.
      “Specified Entity” means:

            


    

     

    
      	
            	
              (i)

            	
              in
      relation to Party A: Not
applicable.

            


    

     

    
      	
            	
              (ii)

            	
              and
      with respect to Party B: for the purpose of Section 5(a)(v), Section
      5(a)(vi), Section 5(vii), Section 5(b)(v): any Affiliate of Party B and
      any other person or company who may at any time from the execution of this
      Master Agreement be liable for, or provide security for, all or any part
      of indebtedness; for example, but without limitation, any Credit Support
      Provider against which Party B may have a claim based on the Credit
      Support Documents.

            


    

     

    
      	
              (b)

            	
              Specified
      Transaction.  Specified Transaction will have the meaning
      specified in Section 14.

            


    

     

    
      	
              (c)

            	
              Cross
      Default.  The "Cross Default" provision (Section
      5(a)(vi)) will apply to Party B amended as
  follows:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Specified
      Indebtedness:  Instead of the definition in Section 14 of this
      Agreement, "Specified Indebtedness" shall mean any obligation (whether
      present or future, contingent or otherwise, as principal or surety or
      otherwise) (a) in respect of borrowed money, and/or (b) in respect of any
      Specified Transaction (except that, for this purpose only, the words "and
      any other entity" shall be substituted for the words "and the other party
      to this Agreement (or any Credit Support Provider of such other party or
      any applicable Specified Entity of such other party)" where they appear in
      the definition of Specified Transaction and the words “which is not a
      Transaction under this Agreement but” shall be
  deleted).

            


    

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    
      
        
          	  	
                  (ii)

                	
                  Threshold
      Amount:         Zero.

                


        

      

    

    


    The
"Cross Default" provision (Section 5(a)(vi) will not apply to Party
A.

    


    
      	
              (d)

            	
              Credit Event
      Upon Merger.  The "Credit Event
      Upon Merger" provision (Section 5(b)(v)) will not apply to Party A and
      will apply to Party B.

            


    

     

    
      	
              (e)

            	
              Automatic Early
      Termination.  The "Automatic Early Termination" provision
      of Section 6(a) will apply to Party A and Party
  B.

            


    

     

    
      	
              (f)

            	
              Termination
      Currency.  "Termination Currency" means the currency
      selected by the party which is not the Defaulting Party or the Affected
      Party, as the case may be, or where there is more than one Affected Party
      the currency agreed by Party A and Party B.  However, the
      Termination Currency shall be one of the currencies in which payments are
      required to be made in respect of Transactions.  If the currency
      selected is not freely available, or where there are two Affected Parties
      and they cannot agree on a Termination Currency, the Termination Currency
      shall be United States Dollars.

            


    

     

    
      	
              (g)

            	
              Additional
      Termination Event. Additional
      Termination Event will apply to Party B
only.

            


    

     

    
      The following shall
constitute an Additional Termination Event will apply to Party B, Party B
being the only affected Party:

    

     

    
      	
               
      

            	
              (i)

            	
              Any
      Event of Default of Party B as defined under the Loan Agreement shall
      simultaneously constitute an Event of Default of Party B under this
      Agreement.

            


    

     

    
      	
            	
              (ii)

            	
              Failure
      to post with an account of Party B held with Credit Suisse, St.
      Alban-Graben 1-3, P.O. Box, CH-4002 Basel, an amount of cash, which shall
      on each day represent not less than 20 per cent of the notional amount of
      all outstanding Swap Transactions entered into under this Agreement until
      first priority mortgages over the Vessels Island Globe, River Globe, Tiara Globe have been
      established and registered a legally valid manner in favour of Party
      A  in accordance with the Loan Agreement entered into between
      the Parties.

            


    

     

    
      
         


      

      
        30

        
          

        

      

      
         


      

    

     

    Part
2

    Tax
Representations

     

    
      	
              (a)

            	
              Payer Tax
      Representations.  For the purpose of Section 3(e), Party
      A and Party B each makes the following
  representation:

            


    

     

    It is not
required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, of any Relevant Jurisdiction to make any
deduction or withholding for or on account of any Tax from any payment (other
than interest under Section 9(h) of this Agreement) to be made by it to the
other party under this Agreement.  In making this representation, it
may rely on:

     

    
      	
               
      

            	
              (i)

            	
              The
      accuracy of any representation made by the other party pursuant to Section
      3(f) of this Agreement;

            


    

     

    
      	
            	
              (ii)

            	
              The
      satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of
      this Agreement and the accuracy and effectiveness of any document provided
      by the other party pursuant to Section 4(a)(i) or 4(a)(iii);
      and

            


    

     

    
      	
            	
              (iii)

            	
              The
      satisfaction of the agreement of the other party contained in Section
      4(d);

            


    

     

    except
that it will not be a breach of this representation where reliance is placed on
clause (ii) above, and the other party does not deliver a form or document under
Section 4(a)(iii) by reason of material prejudice to its legal or commercial
position.

     

    
      	
              (b)

            	
              Payee Tax
      Representations.  For the purpose of Section
      3(f):

            


    

     

    
      	
               
      

            	
              (i)

            	
              Party
      A makes no Payee Tax
Representations.

            


    

     

    
      	
            	
              (ii)

            	
              Party
      B makes no Payee Tax
Representations.

            


    

     

    
      
         


      

      
        31

        
          

        

      

      
         


      

    

     

    Part
3

    Agreement
to Deliver Documents

    


    Each
party agrees to deliver the following documents as applicable:

     

    
      	
              (a)

            	
              For
      the purpose of Section 4(a)(i) of this Agreement, tax forms, documents or
      certificates to be delivered are:

            


    

     

    
      
        
          
            
              	
                      Party required to

                      deliver document

                    	 
      	
                      Form/Document/Certificate 

                    	 
      	
                      Date by which

                      to be delivered

                    
	 
      	 
      	 
      	 
      	 
      
	
                      Not
      Applicable

                    	 
      	
                      Not
      Applicable

                    	 
      	
                      Not
      Applicable

                    


            

          

        

      

    

    


     

    
      	
              (b)

            	
              For
      the purpose of Section 4(a)(ii) of this Agreement, other documents to be
      delivered are:

            


    

     

    
      
        
          
            
              
                
                  	
                          Party required to

                          deliver document

                        	 
      	
                          Form/Document/Certificate

                        	 
      	
                          Date by which

                          to be delivered

                        	 
      	
                          Covered by

                          Section 3(d)

                          Representation

                        
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                          Party
      A

                          &

                          Party
      B

                        	 
      	
                          Evidence
      reasonably satisfactory to the other party as to the names, true
      signatures and authority of the officers or officials signing this
      Agreement or any Confirmation on its behalf.

                        	 
      	
                          Upon
      execution of this Agreement and, if requested upon execution of any
      Confirmation.

                        	 
      	
                          Yes

                        
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                          Party
      A

                          &

                          Party
      B

                        	 
      	
                          A
      copy of the annual report for such party containing audited or certified
      financial statements for the most recently ended financial
      year.

                        	 
      	
                          Upon
      request

                        	 
      	
                          Yes

                        
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                          Party
      B

                        	 
      	
                          Letter
      of acceptance of their Process Agents (see Exhibit I)

                        	 
      	
                          Upon
      execution of this Agreement

                        	 
      	
                          Yes

                        
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                          Party
      B

                        	
                            

                        	
                          An
      opinion of counsel to Party B in form and substance satisfactory to Party
      A to cover particularly necessary corporate authority and approvals with
      respect to the execution, delivery and performance by Party B of this
      Agreement and any Confirmation hereunder.

                        	
                            

                        	
                          Upon
      request.

                        	
                            

                        	
                          No

                        


                

              

            

          

        

      

    

     

    
      
         


      

      
        32

        
          

        

      

      
         


      

    

    


    Part
4

    Miscellaneous

     

    
      	
              (a)

            	
              Addresses for
      Notices.  For the purpose of Section 12(a) of this
      Agreement:

            


    

     

    
      
        	
                (i)

              	
                Address
      for notices or communications to Party
A:

              


      

    

     

    
      	  	
              Address:

            	
              Credit
      Suisse

            


    

    
      P.O.
Box

    

    
      CH-8070
Zurich

    

    
      Switzerland

    

     

    
      	  	
              Attention:

            	
              General
      Counsel Division Switzerland - Head Trading & Sales Investment
      Products

            


    

     

    
      	  	
              Swift:

            	
              CRESCHZZ80A

            


    

     

    
      	  	
              Facsimile
      No.:

            	
              +41
      (0)44 333 0334

            


    

     

    
      Telephone
number for oral confirmation of receipt of facsimile in legible
form:

    

    
      +41 (0)44
333 5025

    

    


    
      Designated
responsible employee for the purposes of Section 12(a)(iii):

    

    


    
      	  	
              Attention:

            	
              OTC
      Derivatives & Prime Services

            


    

    
      	
               
      

            	
              Head
      Business & Management Support

            


    

     

    
      	  	
              Facsimile No.:

            	
              +41
      (0)44 333 8445

            


    

     

    Any
notice or communications sent to Party A in connection with any matter arising
under Section 5 or 6 shall be copied to the attention:

     

    
      	  	
              (a)

            	
              Head
      of Trading Switzerland

            


    

    
      	  	
              (b)

            	
              Head
      of Credit Risk Management Switzerland,
CK

            


    

    


    
      	
              (ii)

            	
              Party
      B

            


    

     

    Address
for notices or communications to Party B:

     

    
      Address
specified in Confirmation or otherwise by the acting Office sending the
same.

    

     

    Any
notice or communications sent to Party A in connection with any matter arising
under Section 5 or 6 shall be copied to the following address:


     

    
      	  	
              Address:

            	
              c/o
      Globus Shipmanagement Corp.

            


    

    128
Vouliagmenis Avenue

    166 74
Glyfada

    Greece

     

    
      	  	
              Attention:

            	
              Mr
      George Karageorgiou

            


    

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    
      	  	
              Telephone:

            	
              +30
      210 9608 322

            


    

     

    
      	  	
              Facsimile:

            	
              +30
      210 960 8352

            


    

     

    
      	
              (b)

            	
              Process
      Agent.  For the purpose of Section 13(c) of this
      Agreement:

            


    

     

    Party A
appoints as its Process Agent: Its London Branch at
One Cabot Square, London E14 4QJ.

     

    Party B
appoint as its Process Agent:

     

    
      	  	
              Address:

            	
              Saville
      & Co.

            


    

    One Carey
Lane

    London
EC2V 8AE

    England

     

    Party B
hereby irrevocably designate, appoint and empower Cheeswrights at its registered
office (being, on the date hereof at 10 Philpot Lane, London EC3M 8BR, London,
England) to be its authorised agent to receive on their behalf service of
process of any proceedings in England.  Service upon the process agent
shall be good service upon Party B whether or not it is forwarded to and
received by Party B.

     

    
      	
              (c)

            	
              Offices.  The
      provisions of Section 10(a) of this Agreement will apply to this
      Agreement.

            


    

     

    
      	
              (d)

            	
              Multibranch Party. For
      the purpose of Section 10(b) of this
Agreement:

            


    

     

    Party A
is not a Multibranch Party.

    


    Party B
is not a Multibranch Party.

    


    
      	
              (e)

            	
              Calculation
      Agent.  The Calculation Agent is Party A unless otherwise
      agreed in a Confirmation in relation to the relevant
      Transaction.

            


    

     

    
      	
              (f)

            	
              Credit
      Support Document. Security
      Documents referred to in the Loan
Agreement.

            


    

     

    
      	
              (g)

            	
              Credit Support
      Provider.  Credit Support Provider
  means:

            


    

     

    
      	  	
              In
      relation to Party A:

            	
              Not
      applicable.

            


    

     

    
      	  	
              In
      relation to Party B:

            	
              Any
      person or company who may be or become liable for, or provide security
      for, any amount payable by Party B to Party A under the Security Documents
      referred to in the Loan Agreement in particular, but without limitation,
      the Security Party referred to
therein.

            


    

     

    
      	
              (h)

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

            


    

     

    
      
         


      

      
        34

        
          

        

      

      
         


      

    


    
      	
              (i)

            	
              Arbitration
      and Jurisdiction.

            


    

     

    
      	
               
      

            	
              (i)

            	
              Subject
      to (ii) below, any dispute arising out of or in connection with this
      Agreement, including any question regarding the existence, scope, validity
      or termination of this Agreement or this clause, shall be referred to and
      finally resolved under the Rules of the London Court of International
      Arbitration (the “LCIA”), which Rules are deemed to be incorporated by
      reference into this clause.  The parties hereby expressly agree
      that any dispute which arises out of or in connection with the Agreement
      will necessarily require resolution as a matter of exceptional
      urgency.  There shall be one arbitrator and the appointing
      authority shall be the LCIA, such appointment to be made by the LCIA
      within four days of filing a Request for Arbitration with the
      LCIA.  The chosen arbitrator shall be a practising member of the
      English Bar. The place of arbitration shall be London, England, the
      arbitration proceedings shall be conducted in the English language and the
      Award shall be in English.  The arbitral tribunal shall not be
      authorised to order and Party A shall not be authorised to seek from any
      judicial authority, any interim measures of protection or pre-award relief
      against Party B, notwithstanding any provisions of the LCIA
      Rules.

            


    

     

    
      	
            	
              (ii)

            	
              Notwithstanding
      the above clause (i), this Agreement, and any rights of Party A arising
      out of or relating to this Agreement may, at the option of Party A, be
      enforced by Party A in the Courts of England or the Jurisdiction of the
      Counterparty or in any other Courts having jurisdiction.  For
      the benefit of Party A, Party B hereby irrevocably submits to the
      non-exclusive jurisdiction of the English Courts with respect to any
      dispute arising out of or in connection with this Agreement, including any
      question regarding the existence, scope, validity or termination of this
      Agreement or this clause.

            


    

     

    
      	
            	
              (iii)

            	
              Nothing
      herein shall affect the right of Party A to commence proceedings against
      Party B in any manner authorised by the laws of any relevant jurisdiction.
      Party B irrevocably waives any objection it may now or hereafter have to
      proceedings being brought in such Courts on grounds of venue or on grounds
      that the proceedings have been brought in an inappropriate
      forum.

            


    

     

    
      	
              (j)

            	
              Netting of
      Payments.  “Multiple Transaction Payment Netting” will
      not apply for the purpose of Section 2(c) of this Agreement. Nevertheless,
      to reduce settlement risk and operational costs, the parties agree that
      they will endeavour to net across as many Transactions as practicable
      wherever the parties can administratively do
so.

            


    

     

    
      	
              (k)

            	
              Affiliate.  Affiliate
      will have the meaning specified in Section 14 of this
      Agreement.

            


    

     

    
      	
              (l)

            	
              Absence of Litigation.
      For the purpose of Section 3(c): -

            


    

     

    “Specified
Entity” means in relation to Party A, Not Applicable

     

    “Specified
Entity means in relation to Party B, Affiliates

     

    
      	
              (m)

            	
              No Agency. The
      provisions of Section 3(g) will apply to this
  Agreement.

            


    

     

    
      
         


      

      
        35

        
          

        

      

      
         


      

    


    
      	
              (n)

            	
              Additional
      Representation will apply. For the purpose of Section 3 of this
      Agreement, the following will constitute an Additional
      Representation:

            


    

     

    Relationship Between
Parties.  Each party will be deemed to represent to the other
party on the date on which it enters into a Transaction that (absent a written
agreement between the parties that expressly imposes affirmative obligations to
the contrary for that Transaction):-

     

    
      	
               
      

            	
              (i)

            	
              Non-Reliance. It is
      acting for its own account, and it has made its own independent decisions
      to enter into that Transaction and as to whether that Transaction is
      appropriate or proper for it based upon its own judgment and upon advice
      from such advisers as it has deemed necessary. It is not relying on any
      communication (written or oral) of the other party as investment advice or
      as a recommendation to enter into that Transaction, it being understood
      that information and explanations related to the terms and conditions of a
      Transaction will not be considered investment advice or a recommendation
      to enter into that Transaction. No communication (written or oral)
      received from the other party will be deemed to be an assurance or
      guarantee as to the expected results of that
  Transaction.

            


    

     

    
      	
            	
              (ii)

            	
              Assessment and
      Understanding. It is capable of assessing the merits of and
      understanding (on its own behalf or through independent professional
      advice), and understands and accepts, the terms, conditions and risks of
      that Transaction. It is also capable of assuming, and assumes, the risks
      of that Transaction.

            


    

     

    
      	
            	
              (iii)

            	
              Status of Parties. The
      other party is not acting as a fiduciary for or an adviser to it in
      respect of that Transaction.

            


    

     

    
      	
              (n)

            	
              Recording of
      Conversations. Each party (i) consents to the recording of
      telephone conversations between the trading, marketing and other relevant
      personnel of the parties in connection with this Agreement or any
      potential Transaction, (ii) agrees to obtain any necessary consent of, and
      give any necessary notice of such recording to, its relevant personnel and
      (iii) agrees, to the extent permitted by applicable law, that recordings
      may be submitted in evidence in any
Proceedings.

            


    

     

    
      
         


      

      
        36

        
          

        

      

      
         


      

    

    


    Part
5

    Other
Provisions

     

    
      	
              (a)

            	
              Scope of
      Agreement.  Any Specified Transaction (whether now
      existing or hereafter entered into) between the parties, the confirmation
      of which fails by its language to supplement and form part of any master
      agreement documentation shall, unless such confirmation expressly excludes
      application of this Agreement, be governed by and be subject to this
      Agreement provided that for this purpose Specified Transaction shall not
      include any repurchase transaction, reverse repurchase transaction,
      buy/sell-back transaction or securities lending
      transaction.  Any such confirmation shall be a “Confirmation”,
      and any such Specified Transaction shall be a “Transaction”, for all
      purposes of this Agreement.

            


    

     

    
      	
              (b)

            	
              Definitions.  Unless
      otherwise specified in a Confirmation, each Transaction between the
      parties shall be subject to the 2006 ISDA Definitions as published by the
      International Swaps and Derivatives Association, Inc.  (the
      “2006 Definitions”), and will be governed in all relevant respects by the
      provisions of the 2006 Definitions, without regard to amendments
      subsequent to the date thereof.  The provisions of the 2006
      Definitions are incorporated by reference in and shall be deemed a part of
      this Agreement except that references in the 2006 Definitions to a “Swap
      Transaction” shall be deemed references to a “Transaction” for purposes of
      this Agreement.

            


    

     

    
      	
              (c)

            	
              Confirmations.  Each
      Confirmation shall be substantially in the form of one of the Exhibits to
      the 2006 Definitions or in any other form which is published by the
      International Swaps and Derivatives Association, Inc. or in such other
      form as the parties may agree.

            


    

     

    
      	
              (d)

            	
              Change of
      Account.  Section 2(b) of this Agreement is hereby
      amended by the addition of the following after the word "delivery" in the
      first line thereof:

            


    

     

    "to
another account in the same legal and tax jurisdiction as the original
account"

     

    
      	
              (e)

            	
              Escrow
      Payments.  If (whether by reason of the time difference
      between the cities in which payments are to be made or otherwise) it is
      not possible for simultaneous payments to be made on any date on which
      both parties are required to make payments hereunder, either party may at
      its option and in its sole discretion notify the other party that payments
      on that date are to be made in escrow.  In this case deposit of
      the payment due earlier on that date shall be made by 2:00 p.m. (local
      time at the place for the earlier payment) on that date with an escrow
      agent selected by the notifying party, accompanied by irrevocable payment
      instructions (i) to release the deposited payment to the intended
      recipient upon receipt by the escrow agent of the required deposit of the
      corresponding payment from the other party on the same date accompanied by
      irrevocable payment instructions to the same effect or (ii) if the
      required deposit of the corresponding payment is not made on that same
      date, to return the payment deposited to the party that paid it into
      escrow.  The party that elects to have payments made in escrow
      shall pay all costs of the escrow
arrangements.

            


    

     

    
      	
              (f)

            	
              Disclosure.  Each
      party hereby consents to the communication or disclosure by the other
      party of information in respect of or relating to this Agreement and any
      Transaction(s) hereunder to such other party’s branches and Affiliates
      and, to the extent required by law or regulation, any government or
      regulatory authority.

            


    

     

    
      
         


      

      
        37

        
          

        

      

      
         


      

    


    
      	
              (g)

            	
              Incorporation of 2002 Master
      Agreement Protocol. The parties agree that the definitions and
      provisions contained in Annexes 1 to 18 and Section 6 of the 2002 Master
      Agreement Protocol published by the International Swaps and Derivatives
      Association, Inc. on 15 July 2003 are incorporated into and apply to this
      Agreement. References in those definitions and provisions to any “ISDA
      2002 Master Agreement” and/or “2002 Master” will be deemed to be
      references to this Agreement.

            


    

     

    
      	
              (h)

            	
              Definitions Section
      14 of this Agreement is amended by the incorporation of the
      following:

            


    

     

    
      	
            	
              (i)

            	
              “Loan
      Agreement” means the separate loan agreement to be entered into
      between Party A and Party B, in respect of a credit facility of USD
      120,000,000 for the part financing of the acquisition of Island Globe, River Globe and Tiara
      Globe.

            


    

     

    Words and
expressions defined in the Loan Agreement and not otherwise defined in the
Agreement are incorporated into this Agreement by reference. The parties
acknowledge and agree that such definitions any amendments made to such
definitions and from time to time shall continue to be effective notwithstanding
that the facility under the Loan Agreement has been repaid or the Loan Agreement
has ceased to be of effect for any reason. In the event of any inconsistency
between those definitions and provisions and this Agreement, this Agreement will
govern



    
      
         


      

      
        38

        
          

        

      

      
         


      

    

     

    Part
6

    Physical
Delivery of Bonds

    


    Notwithstanding
anything to the contrary in this Agreement, the following provisions will apply
for the purposes of any Transaction which contemplates by its terms the physical
delivery of bonds or other debt securities ("Bonds"):

     

    
      	
              (a)

            	
              Payment and
      Delivery.  Section 2 of this Agreement is hereby amended
      as follows:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Section
      2(b) is amended by the substitution of "ten Local Business Days" for "five
      Local Business Days".

            


    

     

    
      	
            	
              (ii)

            	
              The
      following provision shall be included as Section
  2(e):

            


    

     

    
      	
               
      

            	
              ”(e)

            	
              Coupons and
      Expenses on Delivery.  All coupons on the Bonds to be
      delivered shall be payable to and all costs and expenses incurred in
      connection with the delivery of Bonds (including, without prejudice to
      Section 2(d), any Tax or Stamp Tax and any interest or penalties payable
      in connection therewith) shall be payable by the party who would
      customarily receive such coupon or bear such costs or expenses under a
      contract for the purchase of the Bonds, as appropriate, by the delivery
      through the clearance system specified in the relevant
      Confirmation."

            


    

     

    
      	
              (b)

            	
              Amendments to Section 14 of the
      Agreement.  The definition of "Tax" in Section 14 of the
      Agreement is amended by the addition of "or delivery" after "of any
      payment".

            


    

     

    
      	
              (c)

            	
              Agreements.  Section
      4(e) is amended by adding the words "Subject to Section 2(e), where in
      respect of a Transaction, performance under this Agreement consists in a
      delivery of Bonds, and” before "subject to Section 11 ..." in line
      1.

            


    

     

    
      
         


      

      
        39

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF the parties have executed this document on the respective dates
specified below with effect from the date specified on the first page of this
document.

     

    
      
        
          
            
              
                
                  
                    	
                            Credit
      Suisse

                          	
                            Globus
      Maritime Limited

                          
	 	 	 	 	 
	
                            By:

                          	 
      	 
      	
                            By:

                          	 
      
	
                            Name:

                          	 
      	 
      	
                            Name:

                          	 
      
	 
      	 
      	 
      	 
      	 
      
	
                            Title:

                          	 
      	 
      	
                            Title:

                          	 
      
	 
      	 
      	 
      	 
      	 
      
	
                            Date:

                          	 
      	 
      	
                            Date:

                          	 
      
	 
      	 
      	 
      	 
      	 
      
	
                            By:

                          	 
      	 
      	
                            By:

                          	 
      
	
                            Name:

                          	 
      	 
      	
                            Name:

                          	 
      
	 
      	 
      	 
      	 
      	 
      
	
                            Title:

                          	 
      	 
      	
                            Title:

                          	 
      
	 
      	 
      	 
      	 
      	 
      
	
                            Date:

                          	 
      	 
      	
                            Date:

                          	 
      


                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    Schedule
4

    


    Form
of Master Agreement Security Deed

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Private
& Confidential

    


    
      
        	
                Dated          
      November 2007

              


      

    

     

    
      
        
          
            
              	
                         
      GLOBUS MARITIME
      LIMITED

                    	 
      	
                      (1)

                    
	 	 	 
	
                         
      and

                    	 
      	 
      
	 	 	 
	
                         
      CREDIT SUISSE

                    	 
      	
                      (2)

                    


            

          

        

      

    

     

    
      
        

      

    

     

    MASTER AGREEMENT SECURITY DEED

     

    
      

    

     

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Contents

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Clause

                                  	 
      	
                                    Page

                                  
	 
      	 
      	 
      
	
                                    1

                                  	
                                    Definitions

                                  	
                                    1

                                  
	 	 	 
	
                                    2

                                  	
                                    Restrictions

                                  	
                                    3

                                  
	 	 	 
	
                                    3

                                  	
                                    First
      fixed charge

                                  	
                                    3

                                  
	 	 	 
	
                                    4

                                  	
                                    Further
      documentation etc.

                                  	
                                    3

                                  
	 	 	 
	
                                    5

                                  	
                                    Representations

                                  	
                                    4

                                  
	 	 	 
	
                                    6

                                  	
                                    Notices

                                  	
                                    4

                                  
	 	 	 
	
                                    7

                                  	
                                    Counterparts

                                  	
                                    4

                                  
	 	 	 
	
                                    8

                                  	
                                    Supplemental

                                  	
                                    4

                                  
	 	 	 
	
                                    9

                                  	
                                    Law
      and jurisdiction

                                  	
                                    5

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THIS SECURITY DEED is made on
the     day of November 2007 BETWEEN:

     

    
      	
              (1)

            	
              GLOBUS MARITIME
      LIMITED, a company
      incorporated in Jersey whose registered office is at Walker House, 28-34
      Hill Street, St. Helier, Jersey JE4 8PN (the “Borrower”);
      and

            


    

     

    
      	
              (2)

            	
              CREDIT SUISSE, a company
      incorporated in Switzerland having its registered office at Paradeplatz 8,
      8070 Zürich, Switzerland acting for the purposes of this Deed through its
      branch at St. Alban-Graben 1-3, 4002 Basel, Switzerland (the “Bank”).

            


    

     

    WHEREAS:

     

    
      	
              (A)

            	
              by
      a facility agreement dated     November 2007 (the
      “Loan Agreement”)
      and made between (1) the Borrower and (2) the Bank as lender, the Bank
      agreed to make available to the Borrower, upon the terms and conditions
      therein contained, a reducing revolving credit facility of up to One
      hundred twenty million Dollars ($120,000,000) (the “Loan”);

            


    

     

    
      	
              (B)

            	
              the
      Borrower has entered into or may enter into one or more Transactions (as
      such term is defined in the 2002 ISDA Master Agreement
      dated    November 2007 and made between (1) the
      Borrower and (2) the Bank) as evidenced by one or more Confirmations (as
      such term is defined in the Master Swap Agreement) which are governed by
      the Master Swap Agreement; and

            


    

     

    
      	
              (C)

            	
              it
      is a condition precedent to the Bank making the Commitment available to
      the Borrower that the Borrower executes this Deed as security for, inter alia, its
      obligations under the Loan
Agreement.

            


    

     

    NOW THIS DEED WITNESSETH AND IT IS
HEREBY AGREED as follows:

     

    
      	
              1

            	
              Definitions

            


    

     

    
      	
              1.1

            	
              Defined
      expressions

            


    

     

    Words and
expressions defined in the Loan Agreement shall, unless otherwise defined in
this Deed, or the context otherwise requires, have the same meanings when used
in this Deed.

     

    
      	
              1.2

            	
              Definitions

            


    

     

    In this
Deed, unless the context otherwise requires:

     

    “Loan” means the sum of up to
One hundred twenty million Dollars ($120,000,000) referred to in Recital (A)
hereto advanced or (as the context may require) to be advanced to the Borrower
or the principal amount of such sum outstanding at any relevant
time;

     

    “Loan Agreement” means the
facility agreement referred to in Recital (A) hereto as the same may from time
to time hereafter be supplemented and/or amended;

     

    “Master Swap Agreement” means
the 2002 ISDA Master Agreement (including the schedule thereto and all
Transactions thereunder) referred to in Recital (B) hereto as the same may from
time to time hereafter be supplemented and/or amended;

     

    “Master Swap Liabilities”
means, at any relevant time, all liabilities actual or contingent, present or
future of the Borrower to the Bank under the Master Swap Agreement;

     

    “Outstanding Indebtedness”
means the aggregate of the Loan and interest accrued and accruing thereon, the
Master Swap Liabilities and all other sums of money from time to time owing to
the Bank, whether actually or contingently, under the Loan Agreement, the Master
Swap Agreement, the other Security Documents or any of them;

     

    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    “Security Document” means any
such document as is defined in the Loan Agreement as a Security Document
(including this Deed and, where the context so admits, the Loan Agreement
itself) or as may from time to time be executed by any person as security for or
as a guarantee of the Outstanding Indebtedness or any part thereof as the same
may hereafter be supplemented and/or amended, and references to the “Security Documents” shall mean
all or any of them as the context so requires;

     

    “Security Interest” means a
mortgage, charge (whether fixed or floating) pledge, lien, hypothecation,
encumbrance, assignment, trust arrangement, title retention or other distress,
execution, attachment, arrangement or process of any kind having the effect of
conferring security;

     

    “Security Period” means the
period commencing on the date of this Deed and terminating upon discharge of the
security created by the Security Documents by payment of all moneys payable
thereunder; and

     

    “Secured Property” means all
rights, title, interest and benefits whatsoever of the Borrower under or in
connection with the Master Swap Agreement including, without limitation, all
moneys payable by the Bank to the Borrower thereunder (including without
limitation any payment pursuant to termination provisions thereunder) and all
claims for damages in respect of any breach by the Bank of the Master Swap
Agreement.

     

    
      	
              1.3

            	
              Outstanding
      amounts

            


    

     

    For the
purposes of this Deed an amount shall be deemed to be outstanding and to be due
and payable to the Bank if the Bank is then entitled to demand payment of that
amount, notwithstanding that it has not yet served a demand.

     

    
      	
              1.4

            	
              Headings

            


    

     

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

     

    
      	
              1.5

            	
              Construction
      of certain terms

            


    

     

    In this
Deed, unless the context otherwise requires:

     

    
      	
              1.5.1

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

            


    

     

    
      	
              1.5.2

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

            


    

     

    
      	
              1.5.3

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

            


    

     

    
      	
              1.5.4

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

            


    

     

    
      	
              1.5.5

            	
              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; and

            


    

     

    
      	
              1.5.6

            	
              references
      to statutory provisions shall be construed as references to those
      provisions as replaced or amended or re-enacted from time to
      time.

            


    

     

    
      	
              1.6

            	
              Conflict
      with Loan Agreement

            


    

     

    This Deed
shall be read together with the Loan Agreement but in case of any conflict
between the two instruments, the provisions of the Loan Agreement shall
prevail.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
              2

            	
              Restrictions

            


    

     

    
      	
              2.1

            	
              During
      the Security Period the Borrower shall not without the prior written
      consent of the Bank, assign or attempt to assign any right (present,
      future or contingent) relating to the Secured Property and the Borrower
      irrevocably and unconditionally confirms to the Bank that no right
      (present, future or contingent) relating to the Secured Property shall be
      capable of being assigned to, or exercised by, a person other than the
      Borrower without the Bank’s prior written
  consent.

            


    

     

    
      	
              2.2

            	
              In
      this clause references to assignment include the creation, or
      permitting to arise, of any form of beneficial interest or Security
      Interest and every other kind of
disposition.

            


    

     

    
      	
              2.3

            	
              An
      act or transaction which is contrary to, or inconsistent with, this
      clause shall be void as regards the
Bank.

            


    

     

    
      	
              3

            	
              First
      fixed charge

            


    

     

    
      	
              3.1

            	
              The
      Borrower with full title guarantee hereby charges and agrees to charge and
      releases and agrees to release to the Bank as a continuing security for
      payment of the Outstanding Indebtedness by way of first fixed charge the
      Secured Property.

            


    

     

    
      	
              3.2

            	
              Upon
      the occurrence of an Event of Default the charge shall become enforceable
      and the Bank shall be entitled then or at any later time or times to
      appropriate all or any part of the Secured Property in or towards
      discharge of the then Outstanding Indebtedness or any part thereof, and
      may do so notwithstanding that any maturity date attached to any part or
      parts of the Secured Property may not yet have
  arrived.

            


    

     

    
      	
              3.3

            	
              A
      certificate signed by a director or other senior officer of the Bank and
      which states that on a specified date and (if the certificate also states
      this) at a specified time the Bank exercised its rights under this
      clause to appropriate a specified amount of Secured Property in the
      discharge of a specified amount of the Outstanding Indebtedness shall be
      conclusive evidence that:

            


    

     

    
      	
              3.3.1

            	
              the
      Bank’s liabilities in respect of the specified amount of Secured Property;
      and

            


    

     

    
      	
              3.3.2

            	
              the
      specified amount of Outstanding
Indebtedness,

            


    

     

    were
extinguished and discharged on the specified date and, if so stated, at the
specified time.

     

    
      	
              4

            	
              Further
      documentation etc.

            


    

     

    
      	
              4.1

            	
              The
      Borrower shall execute forthwith any document which the Bank may specify
      for the purpose of:

            


    

     

    
      	
              4.1.1

            	
              supplementing
      the rights which this Deed confers on the Bank in relation to the Secured
      Property; or

            


    

     

    
      	
              4.1.2

            	
              creating
      a mortgage of the Secured Property to replace or supplement the charge
      created in clause 3 above; or

            


    

     

    
      	
              4.1.3

            	
              registering
      or otherwise perfecting this Deed or any mortgage created under clause
      4.1.2 above; or

            


    

     

    
      	
              4.1.4

            	
              ensuring
      or confirming the validity of anything done or to be done under this
      Deed.

            


    

     

    
      	
              4.2

            	
              The
      document shall be in the terms specified by the Bank and, in the case of a
      mortgage of the Secured Property, those terms may include a provision
      entitling the Bank, on or after an Event of Default, to appropriate, or
      otherwise deal with, the Secured Property for the purpose of discharging
      the Outstanding Indebtedness.

            


    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
              4.3

            	
              The
      Borrower shall also forthwith do any act and execute any document
      (including a document which amends or replaces this Deed) which the Bank
      specifies for the purpose of enabling or assisting the Bank to comply, in
      relation to the Secured Property and/or the Outstanding Indebtedness, with
      any requirement (legally binding or not) applicable to the Bank and, in
      particular, the requirements of any banking supervisory authority with
      regard to netting of cash
collateral.

            


    

     

    
      	
              4.4

            	
              For
      the purpose of securing performance of the Borrower’s obligations under
      clauses 4.1 to 4.3, the Borrower irrevocably appoints the Bank as its
      attorney, on its behalf and in its name or otherwise to sign or execute
      any document which, in the opinion of the Bank, the Borrower is obliged,
      or could be required, to sign or execute under any of the said clauses,
      which the Bank considers necessary or convenient for or in connection with
      any exercise or intended exercise of any rights which the Bank has under
      this Deed or any other purpose connected with this
  Deed.

            


    

     

    
      	
              4.5

            	
              The
      Bank may appoint any person or persons as its substitute under that power
      of attorney referred to in clause 4.4 and may also delegate that
      power of attorney to any person or
persons.

            


    

     

    
      	
              5

            	
              Representations

            


    

     

    
      	
              5.1

            	
              The
      Borrower represents and warrants to the Bank as
  follows:

            


    

     

    
      	
              5.1.1

            	
              the
      Borrower is the sole legal and beneficial owner of the Secured Property
      and has good marketable title to
it;

            


    

     

    
      	
              5.1.2

            	
              no
      third party has or will have any interest, right or claim of any kind in
      relation to any of the Secured
Property;

            


    

     

    
      	
              5.1.3

            	
              the
      Borrower has the corporate power, and has taken all necessary corporate
      action to authorise the execution of this Deed, the Loan Agreement and the
      Master Swap Agreement; and

            


    

     

    
      	
              5.1.4

            	
              nothing
      in this Deed will or might result in the Borrower contravening any law or
      regulation which is now in force or which has been published but not yet
      brought into force or any contractual or other obligation which the
      Borrower now has to a third party.

            


    

     

    
      	
              6

            	
              Notices

            


    

     

    The
provisions of clause 15.1 of the Loan Agreement shall apply mutatis mutandis as if
references to the Loan Agreement were references to this Deed in respect of any
certificate, notice, demand or other communication given or made under this
Deed.

     

    
      	
              7

            	
              Counterparts

            


    

     

    This Deed
may be entered into in the form of counterparts, each executed by one or more of
the parties, and, provided all the parties shall so execute this Deed, each of
the executed counterparts, when duly exchanged or delivered, shall be deemed to
be an original but, taken together, they shall constitute one
instrument.

     

    
      	
              8

            	
              Supplemental

            


    

     

    
      	
              8.1

            	
              This
      Deed, including the charge created by clause 3, shall remain in force
      as a continuing security until the Security Period has
    ended.

            


    

     

    
      	
              8.2

            	
              The
      rights of the Bank under this Deed will not be discharged or prejudiced
      by:

            


    

     

    
      	
              8.2.1

            	
              any
      kind of amendment or supplement to the other Security
      Documents;

            


    

     

    
      	
              8.2.2

            	
              any
      arrangement or concession, including a rescheduling, which the Bank may
      make in relation to any of the Loan Agreement, the Master Swap Agreement
      and the other Security Documents, or any action by the Bank and/or the
      Borrower and/or any other party thereto which is contrary to the terms of
      the Loan Agreement, the Master Swap Agreement and the other Security
      Documents;

            


    

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
              8.2.3

            	
              any
      release or discharge, whether granted by the Bank or effected by the
      operation of any law, of all or any of the obligations of the Borrower
      and/or any other party thereto under any of the Loan Agreement, the Master
      Swap Agreement and the other Security
Documents;

            


    

     

    
      	
              8.2.4

            	
              any
      change in the ownership and/or control of the Borrower and/or any other
      party thereto and/or merger, demerger or reorganisation involving the
      Borrower and/or any other party thereto;
or

            


    

     

    
      	
              8.2.5

            	
              any
      event or matter which is similar to, or connected with, any of the
      foregoing,

            


    

     

    and the
rights of the Bank under this Deed do not depend on the Loan Agreement, the
Master Swap Agreement or any of the Security Documents being or remaining
valid.

     

    
      	
              8.3

            	
              Nothing
      in this Deed excludes or restricts any right of counterclaim, set-off,
      right to net payments, or any other right or remedy which the Bank would
      have had other than under the general law, the Loan Agreement, the Master
      Swap Agreement and the Security
Documents.

            


    

     

    
      	
              9

            	
              Law
      and jurisdiction

            


    

     

    
      	
              9.1

            	
              Law

            


    

     

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

     

    
      	
              9.2

            	
              Submission
      to jurisdiction

            


    

     

    For the
benefit of the Bank, the parties hereto irrevocably agree that any legal action
or proceedings in connection with this Deed may be brought in the English
courts, or in the courts of any other country chosen by the Bank, each of which
shall have jurisdiction to settle any disputes arising out of or in connection
with this Deed.  The Borrower irrevocably and unconditionally submits
to the jurisdiction of the English courts and the courts of any country chosen
by the Bank and irrevocably designates, appoints and empowers Cheeswrights at
present of One Carey Lane, London EC2V 8EA, 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 arising out of or in connection with this
Deed.  The submission to such jurisdiction shall not (and shall not be
construed so as to) limit the right of the Bank to take proceedings against the
Borrower in any other court of 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 the Bank arising out of or in connection with this Deed.

     

    
      	
              9.3

            	
              Contracts
      (Rights of Third Parties) Act 1999

            


    

     

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

     

    IN WITNESS whereof this Deed
has been duly executed as a deed the day and year first above
written.

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    
      	
              EXECUTED as a DEED

            	
              )

            	 
      
	
              by

            	
              )

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

            
	
              for
      and on behalf of

            	
              )

            	
              Authorised
      Signatory

            
	
              GLOBUS
      MARITIME LIMITED

            	
              )

            	 
      
	
              in
      the presence of:

            	
              )

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

            	 
      	 
      
	
              Witness

            	 
      	 
      
	
              Name:

            	 
      	 
      
	
              Address:

            	 
      	 
      
	
              Occupation:

            	 
      	 
      
	 
      	 
      	 
      
	
              ACCEPTED

            	
              )

            	 
      
	
              by

            	
              )

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

            
	
              for
      an on behalf of

            	
              )

            	
              Attorney-in-fact

            
	
              CREDIT
      SUISSE

            	
              )

            	 
      
	
              in
      the presence of:

            	
              )

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

            	 
      	 
      
	
              Witness

            	 
      	 
      
	
              Name:

            	 
      	 
      
	
              Address:

            	 
      	 
      
	
              Occupation:

            	 
      	 
      


    

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    Schedule
5

    


    Form
of Owner’s Guarantee



    
      
         


      

      
         


        
          

        

      

      
         


      

    

    Private & Confidential

    


    
      
        
          	
                  Dated
      [·] November
      2007

                


        

      

    

     

    
      
        
          
            	
                    [ELEANOR
      MARITIME LIMITED]

                  
	
                    [DEVOCEAN
      MARITIME LTD.]

                  
	
                                                         [ELYSIUM
      MARITIME
      LIMITED]                                     (1)

                  
	 
	
                    and

                  
	 
	
                                                                         CREDIT
      SUISSE                        
                                  (2)

                  


          

        

      

    

     

    
      
        

      

    

     

    CORPORATE
GUARANTEE

     

    
      

    

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Contents

    


    
      
        
          	
                  Clause

                	 
      	
                  Page

                
	 
      	 
      	 
      
	
                  1

                	
                  Interpretation

                	
                  1

                
	 
      	 
      	 
      
	
                  2

                	
                  Guarantee

                	
                  2

                
	 
      	 
      	 
      
	
                  3

                	
                  Payments
      and Taxes

                	
                  5

                
	 
      	 
      	 
      
	
                  4

                	
                  Representations
      and warranties

                	
                  6

                
	 
      	 
      	 
      
	
                  5

                	
                  Undertakings
      and Operating Account

                	
                  10

                
	 
      	 
      	 
      
	
                  6

                	
                  Set-off

                	
                  14

                
	 
      	 
      	 
      
	
                  7

                	
                  Benefit
      of this Guarantee

                	
                  15

                
	 
      	 
      	 
      
	
                  8

                	
                  Notices
      and other matters

                	
                  15

                
	 
      	 
      	 
      
	
                  9

                	
                  Law
      and jurisdiction

                	
                  16

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THIS GUARANTEE is dated [·] November 2007 and made
BETWEEN:

     

    
      	
              (1)

            	
              [ELEANOR MARITIME LIMITED]
      [DEVOCEAN MARITIME LTD.] [ELYSIUM MARITIME LIMITED] (the “Guarantor”);
      and

            


    

     

    
      	
              (2)

            	
              CREDIT SUISSE as bank
      (the “Bank”).

            


    

     

    WHEREAS:

     

    
      	
              (A)

            	
              by
      a facility agreement (the “Agreement”) dated [·] November 2007 and
      made between (i) Globus Maritime Limited (therein and herein referred to
      as the “Borrower”)
      as borrower and (ii) the Bank, the Bank agreed (inter alios) to make
      available to the Borrower, upon the terms and conditions therein
      contained, a reducing revolving credit facility of up to
      US$120,000,000;

            


    

     

    
      	
              (B)

            	
              by
      a 2002 ISDA Master Swap Agreement (including its Schedule) dated as of
      [·] November
      2007 (the “Master Swap
      Agreement”) and made between the Borrower and the Bank, the Bank
      agreed the terms and conditions upon which it would enter into (inter
      alia) one or more derivative transactions with the Borrower whether in
      respect of the Loan (whether in whole or in part, as the case may be, from
      time to time) or for any other purpose whatsoever;
  and

            


    

     

    
      	
              (C)

            	
              the
      execution and delivery of this Guarantee is one of the conditions
      precedent to the Bank making the Commitment available under the
      Agreement.

            


    

     

    IT IS AGREED as
follows:

     

    
      	
              1

            	
              Interpretation

            


    

     

    
      	
              1.1

            	
              Defined
      expressions

            


    

     

    In this
Guarantee, unless the context otherwise requires or unless otherwise defined in
this Guarantee, words and expressions defined in the Agreement and used in this
Guarantee shall have the same meanings where used in this
Guarantee.

     

    
      	
              1.2

            	
              Definitions

            


    

     

    In this
Guarantee, unless the context otherwise requires:

     

    “Bank” means Credit Suisse of
Paradeplatz 8, 8070 Zürich, Switzerland acting for the purposes of this
Guarantee through its branch at St. Alban-Graben 1-3, 4002 Basel, Switzerland
and includes its successors in title and its Assignees and/or
Transferees;

     

    “Collateral Instruments” means
notes, bills of exchange, certificates of deposit and other negotiable and
non-negotiable instruments, guarantees, indemnities and other assurances against
financial loss and any other documents or instruments which contain or evidence
an obligation (with or without security) to pay, discharge or be responsible
directly or indirectly for, any indebtedness or liabilities of the Borrower or
any other person liable and includes any documents or instruments creating or
evidencing a mortgage, charge (whether fixed or floating), pledge, lien,
hypothecation, assignment, trust arrangement or security interest of any
kind;

     

    “Guarantee” includes each
separate or independent stipulation or agreement by the Guarantor contained in
this Guarantee;

     

    “Guaranteed Liabilities” means
all moneys, obligations and liabilities expressed to be guaranteed by the
Guarantor in clause 2.1;

     

    “Guarantor” means [Eleanor
Maritime Limited] [Devocean Maritime Ltd.] [Elysium Maritime Limited] of Trust
Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960 and includes its successors in title;

     

    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    “Incapacity” means, in relation
to a person, the death, bankruptcy, unsoundness of mind, insolvency,
liquidation, dissolution, winding-up, administration, receivership,
amalgamation, reconstruction or other incapacity of that person whatsoever (and,
in the case of a partnership, includes the termination or change in the
composition of the partnership);

     

    “Master Swap Agreement” means
the 2002 ISDA Master Swap Agreement dated as of [·] November 2007 made
between the Bank and the Borrower mentioned in recital (B) hereto comprising a
1992 ISDA Master Agreement (and a Schedule thereto) together with any
Confirmations (as defined therein) supplemental thereto;

     

    “Operating Account” means a
Dollar account of the Guarantor opened or (as the context may require) to be
opened with the Bank with account number [·] and includes any
sub-accounts thereof and any other account designated in writing by the Bank to
be an Operating Account for the purposes of this Guarantee and is the “Operating
Account” referred to in the Agreement;

     

    “Operating Account Pledge”
means a first priority pledge executed or (as the context may require) to be
executed by the Guarantor in favour of the Bank in respect of (inter alia) the
Operating Account;

     

    “Relevant Jurisdiction” means
any jurisdiction in which or where the Guarantor is incorporated, resident,
domiciled, has a permanent establishment, carries on, or has a place of business
or is otherwise effectively connected; and

     

    “Ship” means the [1995-built,
73,119 (approximately) dwt] [2007-built, 53,500 (approximately) dwt]
[1998-built, 72,929 (approximately) dwt] bulk carrier [Island Globe] [River Globe] [Tiara
Globe], owned by the Guarantor
and registered in its ownership through the Registry under the laws and flag of
the Flag State with Official Number [2861] [·] [·].

     

    
      	
              1.3

            	
              Heading

            


    

     

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

     

    
      	
              1.4

            	
              Construction
      of certain terms

            


    

     

    Clause 1.4
of the Agreement shall apply to this Guarantee as if set out
herein.

     

    
      	
              2

            	
              Guarantee

            


    

     

    
      	
              2.1

            	
              Covenant
      to pay

            


    

     

    In
consideration of (a) the Bank, at the request (inter alios) of the Guarantor,
making or continuing loans or advances to, or otherwise giving credit or
granting banking facilities or accommodation or granting time to, the Borrower
pursuant to the Agreement and (b) the Bank agreeing to enter into the Master
Swap Agreement with the Borrower, the Guarantor hereby guarantees to pay to the
Bank, on demand by the Bank all moneys and discharge all obligations and
liabilities now or hereafter due, owing or incurred by the Borrower to the Bank
under or pursuant to the Agreement, the Master Swap Agreement and the other
Security Documents when the same become due for payment or discharge whether by
acceleration or otherwise, and whether such moneys, obligations or liabilities
are express or implied, present, future or contingent, joint or several,
incurred as principal or surety, originally owing to the Bank or purchased or
otherwise acquired by the Bank, denominated in Dollars or in any other currency,
or incurred on any banking account or in any other manner
whatsoever.

     

    Such
liabilities shall, without limitation, include interest (as well after as before
judgment) to date of payment at such rates and upon such terms as may from time
to time be agreed, commission, fees and other charges and all legal and other
costs, charges and expenses on a full and unqualified indemnity basis which may
be incurred by the Bank in relation to any such moneys, obligations or
liabilities or generally in respect of the Borrower, the Guarantor or any
Collateral Instrument.

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
              2.2

            	
              Guarantor
      as principal debtor; indemnity

            


    

     

    As a
separate and independent stipulation, the Guarantor agrees that if any purported
obligation or liability of the Borrower which would have been the subject of
this Guarantee had it been valid and enforceable is not or ceases to be valid or
enforceable against the Borrower on any ground whatsoever whether or not known
to the Bank (including, without limitation, any irregular exercise or absence of
any corporate power or lack of authority of, or breach of duty by, any person
purporting to act on behalf of the Borrower or any legal or other limitation,
whether under the Limitation Acts or otherwise or any disability or Incapacity
or any change in the constitution of the Borrower) the Guarantor shall
nevertheless be liable to the Bank in respect of that purported obligation or
liability as if the same were fully valid and enforceable and the Guarantor was
the principal debtor in respect thereof. The Guarantor hereby agrees to keep the
Bank fully indemnified on demand against all damages, losses, costs and expenses
arising from any failure of the Borrower to perform or discharge any such
purported obligation or liability.

     

    
      	
              2.3

            	
              Statements
      of account conclusive

            


    

     

    Any
statement of account, signed as correct by an officer of the Bank, showing the
amount of the Guaranteed Liabilities shall, in the absence of manifest error, be
binding and conclusive on and against the Guarantor.

     

    
      	
              2.4

            	
              No
      security taken by Guarantor

            


    

     

    The
Guarantor warrants that it has not taken or received, and undertakes that until
all the Guaranteed Liabilities of the Borrower have been paid or discharged in
full, it will not take or receive the benefit of any security from the Borrower
or any other person in respect of their obligations under this
Guarantee.

     

    
      	
              2.5

            	
              Interest

            


    

     

    The
Guarantor agrees to pay interest on each amount demanded of it under this
Guarantee from the date of such demand until payment (as well after as before
judgment) at the rate specified in clause 3.4 of the Agreement which shall
apply to this Guarantee mutatis mutandis.  Such interest shall be
compounded at the end of each period determined for this purpose by the Bank in
the event of it not being paid when demanded but without prejudice to any right
of the Bank to require payment of such interest.

     

    
      	
              2.6

            	
              Continuing
      security and other matters

            


    

     

    This
Guarantee shall:

     

    
      	
              2.6.1

            	
              secure
      the ultimate balance from time to time owing to the Bank by the Borrower
      and shall be a continuing security, notwithstanding any settlement of
      account or other matter whatsoever;

            


    

     

    
      	
              2.6.2

            	
              be
      in addition to any present or future Collateral Instrument, right or
      remedy held by or available to the Bank;
and

            


    

     

    
      	
              2.6.3

            	
              not
      be in any way prejudiced or affected by the existence of any such
      Collateral Instrument, rights or remedies or by the same becoming wholly
      or in part void, voidable or unenforceable on any ground whatsoever or by
      the Bank dealing with, exchanging, varying or failing to perfect or
      enforce any of the same or giving time for payment or indulgence or
      compounding with any other person
liable.

            


    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
              2.7

            	
              Liability
      unconditional

            


    

     

    The
liability of the Guarantor shall not be affected nor shall this Guarantee be
discharged or reduced by reason of:

     

    
      	
              2.7.1

            	
              the
      Incapacity or any change in the name, style or constitution of the
      Borrower or any other person
liable;

            


    

     

    
      	
              2.7.2

            	
              the
      Bank granting any time, indulgence or concession to, or compounding with,
      discharging, releasing or varying the liability of, the Borrower or any
      other person liable or renewing, determining, varying or increasing any
      accommodation, facility or transaction or otherwise dealing with the same
      in any manner whatsoever or concurring in, accepting or varying any
      compromise, arrangement or settlement or omitting to claim or enforce
      payment from the Borrower or any other person liable;
  or

            


    

     

    
      	
              2.7.3

            	
              any
      act or omission which would not have discharged or affected the liability
      of the Guarantor had it been a principal debtor instead of a guarantor or
      by anything done or omitted which but for this provision might operate to
      exonerate the Guarantor.

            


    

     

    
      	
              2.8

            	
              Collateral
      Instruments

            


    

     

    The Bank
shall not be obliged to make any claim or demand on the Borrower or to resort to
any Collateral Instrument or other means of payment now or hereafter held by or
available to it before the Bank enforcing this Guarantee and no action taken or
omitted by the Bank in connection with any such Collateral Instrument or other
means of payment shall discharge, reduce, prejudice or affect the liability of
the Guarantor under this Guarantee nor shall the Bank be obliged to account for
any money or other property received or recovered in consequence of any
enforcement or realisation of any such Collateral Instrument or other means of
payment in reduction of the Guaranteed Liabilities.

     

    
      	
              2.9

            	
              Waiver
      of Guarantor’s rights

            


    

     

    Until all
the Guaranteed Liabilities have been paid, discharged or satisfied in full (and
notwithstanding payment of a dividend in any liquidation or under any compromise
or arrangement) the Guarantor agrees that, without the prior written consent of
the Bank, it will not:

     

    
      	
              2.9.1

            	
              exercise
      its rights of subrogation, reimbursement and indemnity against the
      Borrower or any other person
liable;

            


    

     

    
      	
              2.9.2

            	
              demand
      or accept repayment in whole or in part of any indebtedness now or
      hereafter due to the Guarantor from the Borrower or from any other person
      liable or demand or accept any Collateral Instrument in respect of the
      same or dispose of the same;

            


    

     

    
      	
              2.9.3

            	
              take
      any step to enforce any right against the Borrower or any other person
      liable in respect of any Guaranteed Liabilities;
  or

            


    

     

    
      	
              2.9.4

            	
              claim
      any set-off or counterclaim against the Borrower or any other person
      liable or claim or prove in competition with the Bank in the liquidation
      of the Borrower or any other person liable or have the benefit of, or
      share in, any payment from or composition with, the Borrower or any other
      person liable or any other Collateral Instrument now or hereafter held by
      the Bank for any Guaranteed Liabilities or for the obligations or
      liabilities of any other person liable but so that, if so directed by the
      Bank, it will prove for the whole or any part of its claim in the
      liquidation of the Borrower or any other person liable on terms that the
      benefit of such proof and of all money received by it in respect thereof
      shall be held on trust for the Bank and applied in or towards discharge of
      the Guaranteed Liabilities in such manner as the Bank shall deem
      appropriate.

            


    

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
              2.10

            	
              Application
      and suspense accounts:

            


    

     

    All
moneys received by the Bank (whether before or after any Incapacity of the
Borrower or the Guarantor) under or pursuant to any of the Security Documents to
which the Guarantor is, or is to be, a party and expressed to be applicable in
accordance with the provisions of this clause 2.10, shall be applied or, as the
context may require, used by the Bank in the following manner:

     

    
      	
              2.10.1

            	
              first,
      in or towards the Expenses (as defined in the
  Mortgage);

            


    

     

    
      	
              2.10.2

            	
              secondly,
      in or towards any part of the Guaranteed Liabilities which has become due
      and payable; and

            


    

     

    
      	
              2.10.3

            	
              the
      surplus (if any) shall be held by the Bank as continuing security for the
      Guaranteed Liabilities for a further application in accordance with
      clauses 2.10.1, 2.10.2 and 2.10.3 as and when any further Expenses are
      incurred and/or any further part of the Guaranteed Liabilities falls
      due,

            


    

     

    Provided
however that any money received by the Bank in connection with this Guarantee
(whether before or after any Incapacity of the Borrower or of the Guarantor) may
be placed to the credit of an interest bearing suspense account with a view to
preserving the rights of the Bank to prove for the whole of their claims against
the Borrower or the Guarantor or any other person liable or may be applied in or
towards satisfaction of such part of the Guaranteed Liabilities as the Bank may
from time to time conclusively determine in its absolute
discretion.

     

    
      	
              2.11

            	
              Settlements
      conditional

            


    

     

    Any
release, discharge or settlement between the Guarantor and the Bank shall be
conditional upon no security, disposition or payment to the Bank by the Borrower
or any other person liable being void, set aside or ordered to be refunded
pursuant to any enactment or law relating to bankruptcy, liquidation,
administration or insolvency or for any other reason whatsoever and if such
condition shall not be fulfilled the Bank shall be entitled to enforce this
Guarantee subsequently as if such release, discharge or settlement had not
occurred and any such payment had not been made.

     

    
      	
              2.12

            	
              Guarantor
      to deliver up certain property

            


    

     

    If,
contrary to clauses 2.4 or 2.9 the Guarantor takes or receives the benefit
of any security or receives or recovers any money or other property, such
security, money or other property shall be held on trust for the Bank and shall
be delivered to the Bank on demand.

     

    
      	
              2.13

            	
              Retention
      of this Guarantee

            


    

     

    The Bank
shall be entitled to retain this Guarantee after as well as before the payment
or discharge of all the Guaranteed Liabilities for such period as the Bank may
determine.

     

    
      	
              3

            	
              Payments
      and Taxes

            


    

     

    
      	
              3.1

            	
              No
      set off or counterclaim

            


    

     

    All
payments to be made by the Guarantor under this Guarantee shall be made in full,
without any set-off or counterclaim whatsoever and, subject as provided in
clause 3.2, free and clear of any deductions or withholdings, in Dollars on
the due date to such account as the Bank may specify in writing to the
Guarantor.

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
              3.2

            	
              Grossing
      up for Taxes

            


    

     

    If at any
time the Guarantor is required to make any deduction or withholding in respect
of Taxes from any payment due under this Guarantee for the account of the Bank
(or if the Bank is required to make any such deduction or withholding from a
payment of moneys received under this Guarantee), the sum due from the Guarantor
in respect of such payment shall be increased to the extent necessary to ensure
that, after the making of such deduction or withholding, the Bank 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
Guarantor shall indemnify the Bank against any losses or costs incurred by it by
reason of any failure of the Guarantor 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 Guarantor shall promptly deliver to the Bank any receipts,
certificates or other proof evidencing the amounts (if any) paid or payable in
respect of any deduction or withholding as aforesaid.

     

    
      	
              3.3

            	
              Currency
      indemnity

            


    

     

    If any
sum due from the Guarantor under this Guarantee or any order or judgment given
or made in relation hereto has to be converted from the currency (the “first currency”) in which the
same is payable under this Guarantee or under such order or judgment into
another currency (the “second
currency”) for the purpose of (a) making or filing a claim or proof
against the Guarantor, (b) obtaining an order or judgment in any court or
other tribunal or (c) enforcing any order or judgment given or made in
relation to this Guarantee, the Guarantor shall indemnify and hold harmless the
Bank from and against any loss suffered as a result of any difference between
(i) the rate of exchange used for such purpose to convert the sum in
question from the first currency into the second currency and (ii) the rate
or rates of exchange at which the Bank 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 Guarantor under this
clause 3.3 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 this
Guarantee 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.

     

    
      	
              4

            	
              Representations
      and warranties

            


    

     

    
      	
              4.1

            	
              Continuing
      representations and warranties

            


    

     

    The
Guarantor represents and warrants that:

     

    
      	
              4.1.1

            	
              Due
      incorporation

            


    

     

    the
Guarantor is duly incorporated and validly existing under the laws of the
Marshall Islands as a Marshall Islands corporation and has power to carry on its
business as it is now being conducted and to own its property and other
assets;

     

    
      	
              4.1.2

            	
              Corporate
      power to guarantee

            


    

     

    the
Guarantor has power to execute, deliver and perform its obligations under this
Guarantee and the other Security Documents and the Underlying Documents to which
it is 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 Guarantor to borrow or give guarantees will be
exceeded as a result of this Guarantee;

     

    
      	
              4.1.3

            	
              Binding
      obligations

            


    

     

    this
Guarantee and the other Security Documents and the Underlying Documents to which
it is a party constitutes valid and legally binding obligations of the Guarantor
enforceable in accordance with its terms;

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
              4.1.4

            	
              No
      conflict with other obligations

            


    

     

    the
execution and delivery of, the performance of its obligations under, and
compliance with the provisions of, this Guarantee and the other Security
Documents and the Underlying Documents to which it is a party by the Guarantor
will not (a) contravene any existing applicable law, statute, rule or
regulation or any judgment, decree or permit to which the Guarantor 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
Guarantor 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 Guarantor's
constitutional documents or (d) result in the creation or imposition of or
oblige the Guarantor to create any Encumbrance on any of the Guarantor's
undertakings, assets, rights or revenues;

     

    
      	
              4.1.5

            	
              No
      litigation

            


    

     

    no
litigation, arbitration or administrative proceeding is taking place, pending
or, to the knowledge of the officers of the Guarantor, threatened against the
Guarantor which could have a material adverse effect on the business, assets or
financial condition of the Guarantor;

     

    
      	
              4.1.6

            	
              No
      filings required

            


    

     

    it is not
necessary to ensure the legality, validity, enforceability or admissibility in
evidence of this Guarantee that it 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 this Guarantee or the
other Security Documents and the Underlying Documents to which the Guarantor is
a party and this Guarantee and each such other Security Document is in proper
form for its enforcement in the courts of each Relevant
Jurisdiction;

     

    
      	
              4.1.7

            	
              Choice
      of law

            


    

     

    the
choice by the Guarantor of English law to govern this Guarantee and the other
Security Documents and the Underlying Documents to which it is a party (other
than the relevant Mortgage and the relevant Account Pledge), the choice of
Marshall Islands law to govern such Mortgage and the choice of Swiss law to
govern such Operating Account Pledge, and the submission by the Guarantor to the
non-exclusive jurisdiction of the English courts are valid and
binding;

     

    
      	
              4.1.8

            	
              No
      immunity

            


    

     

    neither
the Guarantor nor any of its 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 judgment, execution or
other enforcement);

     

    
      	
              4.1.9

            	
              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 the Guarantor to authorise, or required by the Guarantor in connection with,
the execution, delivery, validity, enforceability or admissibility in evidence
of this Guarantee or the other Security Documents and the Underlying Documents
to which the Guarantor is a party or the performance by the Guarantor of its
obligations under this Guarantee and each such other Security Document has been
obtained or made and is in full force and effect and there has been no default
in the observance of the conditions or restrictions (if any) imposed in, or in
connection with, any of the same;

     

    
      	
              4.1.10

            	
              Shareholding

            


    

     

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


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    
      	
              4.1.11

            	
              No
      material adverse change

            


    

     

    there has
been no material adverse change in the financial position of the Guarantor from
that described to the Bank by the Borrower and/or the Guarantor in the
negotiation of the Agreement and this Guarantee.

     

    
      	
              4.2

            	
              Initial
      representations and warranties

            


    

     

    The
Guarantor further represents and warrants that:

     

    
      	
              4.2.1

            	
              Pari
      passu

            


    

     

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

     

    
      	
              4.2.2

            	
              No
      default under other Indebtedness

            


    

     

    the
Guarantor is not (nor would with the giving of notice or lapse of time or the
satisfaction of any other condition or any 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;

     

    
      	
              4.2.3

            	
              Information

            


    

     

    the
information, exhibits and reports furnished by the Guarantor to the Bank in
connection or with the negotiation and preparation of this Guarantee 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;

     

    
      	
              4.2.4

            	
              No
      withholding Taxes

            


    

     

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

     

    
      	
              4.2.5

            	
              No
      Default

            


    

     

    no
Default has occurred and is continuing;

     

    
      	
              4.2.6

            	
              The
      Ship

            


    

     

    the Ship
will, on the date when the Mortgage over the Ship is registered,
be:

     

    
      	
            	
              (a)

            	
              in
      the absolute ownership of the Guarantor who will, on and after such date,
      be the sole, legal and beneficial owner of the
  Ship;

            


    

     

    
      	
            	
              (b)

            	
              permanently
      registered through the relevant Registry as a ship under the laws and flag
      of the relevant Flag State;

            


    

     

    
      	
               
      

            	
              (c)

            	
              operationally
      seaworthy and in every way fit for service;
and

            


    

     

    
      	
               
      

            	
              (d)

            	
              classed
      with the relevant Classification free of all requirements and
      recommendations of the relevant Classification
  Society;

            


    

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      	
              4.2.7

            	
              Ship’s
      employment

            


    

     

    save for
the relevant Initial Charter, the Ship is not nor will, on or before the date
when the Mortgage over such Ship is registered, be subject to any charter or
contract or to any agreement to enter into any charter or contract which, if
entered into after the date of the relevant Ship Security Documents, would have
required the consent of the Bank and, on or before the date when the Mortgage
over the Ship is registered, there will not be any agreement or arrangement
whereby the Earnings of the Ship may be shared with any other
person;

     

    
      	
              4.2.8

            	
              Freedom
      from Encumbrances

            


    

     

    neither
the Ship, nor its Earnings, Insurances, Requisition Compensation nor the
Operating Account nor any other properties or rights which are, or are to be,
the subject of any of the Security Documents nor any part thereof will be, on
the date when the Mortgage over the Ship is registered, subject to any
Encumbrance (other than Permitted Liens);

     

    
      	
              4.2.9

            	
              Compliance
      with Environmental Laws and
Approvals

            


    

     

    except as
may already have been disclosed by the Borrower in writing to, and acknowledged
in writing by, the Bank:

     

    
      	
               
      

            	
              (a)

            	
              the
      Guarantor and the other Relevant Parties and, to the best of the
      Guarantor’s knowledge and belief (having made due enquiry), their
      respective Environmental Affiliates have complied with the provisions of
      all Environmental Laws;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Guarantor and the other Relevant Parties and, to the best of the
      Guarantor’s knowledge and belief (having made due enquiry), their
      respective Environmental Affiliates have obtained all Environmental
      Approvals and are in compliance with all such Environmental Approvals;
      and

            


    

     

    
      	
               
      

            	
              (c)

            	
              neither
      the Guarantor nor any other Relevant Party nor, to the best of the
      Guarantor’s knowledge and belief (having made due enquiry), any of their
      respective Environmental Affiliates have received notice of any
      Environmental Claim that the Guarantor or any other Relevant Party or any
      such Environmental Affiliate is not in compliance with any Environmental
      Law or any Environmental Approval;

            


    

     

    
      	
              4.2.10

            	
              No
      Environmental Claims

            


    

     

    except as
may already have been disclosed by the Guarantor in writing to, and acknowledged
in writing by, the Bank, there is no Environmental Claim pending or, to the best
of the Guarantor’s knowledge and belief, threatened against the Guarantor or the
Ship or any other Relevant Party or any other Relevant Ship or, to the best of
the Owner’s knowledge and belief (having made due enquiry), any of their
respective Environmental Affiliates;

     

    
      	
              4.2.11

            	
              No
      potential Environmental Claims

            


    

     

    except as
may already have been disclosed by the Guarantor in writing to, and acknowledged
in writing by, the Bank, there has been no emission, spill, release or discharge
of a Pollutant from the Ship or any other Relevant Ship owned by, managed or
crewed by or chartered to any Relevant Party nor, (having made due enquiry) to
the best of the Guarantor’s knowledge and belief, from any Relevant Ship owned
by, managed or crewed by or chartered to any other Relevant Party, which could
give rise to an Environmental Claim; and

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    
      	
              4.2.12

            	
              ISPS
      Code

            


    

     

    on the
date when the Mortgage over the Ship is registered, the Guarantor shall have a
valid and current ISSC in respect of the Ship and the Ship shall be in
compliance with the ISPS Code.

     

    
      	
              4.3

            	
              Repetition
      of representations and warranties

            


    

     

    On and as
of each day from the date of this Guarantee until all moneys due or owing,
whether actually or contingently, under the Agreement and/or the other Security
Documents (including this Guarantee) have been paid in full and while all or any
part of the Commitment remains outstanding, the Guarantor shall be deemed to
repeat the representations and warranties in clause 4.1 as if made with
reference to the facts and circumstances existing on each such day.

     

    
      	
              5

            	
              Undertakings
      and Operating Account

            


    

     

    
      	
              5.1

            	
              General

            


    

     

    The
Guarantor undertakes that, from the date of this Guarantee and so long as any
moneys are owing, whether actually or contingently, under the Agreement or the
other Security Documents (including this Guarantee) and while all or any part of
the Commitment remains outstanding, it will:

     

    
      	
              5.1.1

            	
              Notice
      of default

            


    

     

    promptly
inform the Bank of any occurrence of which it becomes aware which might
adversely affect its ability to perform its obligations under this Guarantee or
any other Security Document or Underlying Document to which it is a party and of
any Default forthwith upon becoming aware thereof and will from time to time, if
so requested by the Bank, confirm to the Bank in writing that, save as otherwise
stated in such confirmation, no Default has occurred and is
continuing;

     

    
      	
              5.1.2

            	
              Consents
      and licences

            


    

     

    without
prejudice to clause 4.1, 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 its obligations under this Guarantee or any
other Security Document or Underlying Document to which it is a
party;

     

    
      	
              5.1.3

            	
              Pari
      passu

            


    

     

    ensure
that its obligations under this Guarantee shall, without prejudice to the
provisions of clause 5.1.6, at all times rank at least pari passu with all
its other present and future unsecured and unsubordinated Indebtedness with the
exception of any obligations which are mandatorily preferred by law and not by
contract;

     

    
      	
              5.1.4

            	
              Delivery
      of reports

            


    

     

    deliver
to the Bank as many copies as the Bank may reasonably require at the time of
issue thereof every report, circular, notice or like document issued by the
Guarantor to its shareholders or creditors in general;

     

    
      	
              5.1.5

            	
              Provision
      of other information

            


    

     

    provide
the Bank with such financial and other information concerning the Guarantor, the
Ship, the Borrower, the other Security Parties, the other members of the Group,
the Group and their respective commitments, operations and affairs, as the Bank
may from time to time reasonably require;

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    
      	
              5.1.6

            	
              Obligations
      under Security Documents

            


    

     

    duly and
punctually perform each of the obligations expressed to be assumed by it under
the Security Documents and the Underlying Documents to which it is a
party;

     

    
      	
              5.1.7

            	
              Compliance
      with Code

            


    

     

    and will
procure that any Operator will, comply with and ensure that the Ship and any
Operator at all times complies with the requirements of the Code, including (but
not limited to) the maintenance and renewal of valid certificates pursuant
thereto throughout the Security Period;

     

    
      	
              5.1.8

            	
              Withdrawal
      of DOC and SMC

            


    

     

    and will
procure that any Operator will, immediately inform the Bank if there is any
threatened or actual withdrawal of its Operator’s DOC or the SMC in respect of
the Ship;

     

    
      	
              5.1.9

            	
              Issuance
      of DOC and SMC

            


    

     

    and will
procure that any Operator will, promptly inform the Bank upon the issuance to
any Operator of a DOC and to the Ship of an SMC or the receipt by the Guarantor
or any Operator of notification that its application for the same has been
refused;

     

    
      	
              5.1.10

            	
              ISPS
      Code compliance

            


    

     

    and will
procure that the Manager or any Operator will,

     

    
      	
               
      

            	
              (a)

            	
              from
      the date when the Mortgage over the Ship is registered and at all times
      thereafter, maintain a valid and current ISSC respect of the
      Ship;

            


    

     

    
      	
               
      

            	
              (b)

            	
              immediately
      notify the Bank in writing of any actual or threatened withdrawal,
      suspension, cancellation or modification of the ISSC in respect of the
      Ship; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              procure
      that, from the date when the Mortgage over the Ship is registered and at
      all times thereafter, the Ship complies with the ISPS Code;
      and

            


    

     

    
      	
              5.1.11

            	
              Employment

            


    

     

    without
prejudice to the rights of the Bank under the provisions of the other Security
Documents, advise the Bank promptly of any Security Charter being entered into
in respect of the Ship and:

     

    
      	
               
      

            	
              (a)

            	
              deliver
      a certified copy of each such Security Charter forthwith after its
      execution; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              forthwith
      after its execution:

            


    

     

    
      	
               
      

            	
              (i)

            	
              execute
      a Charter Assignment of such Security Charter;
  and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              procure
      the service of any notice of assignment on the relevant Charterer or other
      counterparty and the acknowledgement of such notice by the relevant
      Charterer or other counterparty;

            


    

     

    
      	
               
      

            	
              (c)

            	
              deliver
      to the Bank on demand made by it, such documents and evidence of the type
      referred to in schedule 2 of the Agreement to any such Charter Assignment,
      Security Charter or Charterer or any other related matter referred to in
      this clause 5.1.11, as the Bank may in its sole discretion require;
      and

            


    

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (d)

            	
              pay
      on the Bank’s demand all legal and other costs incurred by the Bank in
      connection with or in relation to any such assignment or any other related
      matter referred to in this clause
5.1.11.

            


    

     

    
      	
              5.2

            	
              Negative
      undertakings

            


    

     

    The
Guarantor undertakes that, from the date of this Guarantee and so long as any
moneys are owing, whether actually or contingently, under the Agreement and/or
the other Security Documents (including this Guarantee) and while all or any
part of the Commitment remains outstanding, it will not, without the prior
written consent of the Bank:

     

    
      	
              5.2.1

            	
              Negative
      pledge

            


    

     

    permit
any Encumbrance (other than a Permitted Encumbrance) by the Guarantor to
subsist, arise or be created or extended over all or any part of its present or
future undertaking, assets, rights or revenues to secure or prefer any present
or future Indebtedness of the Guarantor or any other person;

     

    
      	
              5.2.2

            	
              No
      merger

            


    

     

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

     

    
      	
              5.2.3

            	
              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 5.2.3
material in the opinion of the Bank in relation to the undertaking, assets,
rights and revenues of the Guarantor) 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;

     

    
      	
              5.2.4

            	
              Other
      business

            


    

     

    undertake
any business other than the ownership and operation of the Ship and the
chartering of the Ship to third parties;

     

    
      	
              5.2.5

            	
              Acquisitions

            


    

     

    acquire
any further assets other than the Ship and rights arising under contracts
entered into by or on behalf of the Guarantor in the ordinary cause of its
business of owning, operating and chartering the Ship;

     

    
      	
              5.2.6

            	
              Other
      obligations

            


    

     

    incur any
obligations except for obligations arising under the Ship Security Documents in
respect of its Ship or the other Security Documents and the Underlying Documents
to which it is a party or contracts entered into in the ordinary course of its
business;

     

    
      	
              5.2.7

            	
              No
      borrowing

            


    

     

    incur any
Indebtedness except for Indebtedness pursuant to the Security
Documents;

     

    
      	
              5.2.8

            	
              Repayment
      of borrowings

            


    

     

    repay the
principal of, or pay interest on or any other sum in connection with any of its
Indebtedness except for Indebtedness pursuant to the Security
Documents;

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    
      	
              5.2.9

            	
              Guarantees

            


    

     

    issue any
guarantees or indemnities or otherwise become directly or contingently liable
for the obligations of any person, firm or corporation except pursuant to the
Security Documents and except for guarantees or indemnities from time to time
required in the ordinary course by any protection and indemnity or war risks
association with which the Ship is entered, guarantees required to procure the
release of the Ship from any arrest, detention, attachment or levy or guarantees
or undertakings required for the salvage of the Ship;

     

    
      	
              5.2.10

            	
              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;

     

    
      	
              5.2.11

            	
              Sureties

            


    

     

    permit
any Indebtedness of the Guarantor to any person (other than the Bank) to be
guaranteed by any person (save for guarantees or indemnities from time to time
required in the ordinary course by any protection and indemnity or war risks
association with which its Ship is entered, guarantees required to procure the
release of the Ship from any arrest, detention, attachment or levy or guarantees
or undertakings required for the salvage of the Ship);

     

    
      	
              5.2.12

            	
              Share
      capital and distribution

            


    

     

    purchase
or otherwise acquire for value any shares of its capital or, following the
occurrence of an Event of Default which is continuing, declare or pay any
dividends or distribute any of its present or future assets, undertaking rights
or revenues to any of its shareholders;

     

    
      	
              5.2.13

            	
              Subsidiaries

            


    

     

    form or
acquire any Subsidiaries; or

     

    
      	
              5.2.14

            	
              Manager

            


    

     

    appoint
any manager of the Ship other than the Manager or terminate or amend the terms
of the Management Agreement relevant to the Ship.

     

    
      	
              5.3

            	
              Operating
      Account

            


    

     

    The
Guarantor undertakes with the Bank that it will:

     

    
      	
              5.3.1

            	
              on
      or before the Drawdown Date, open the Operating Account;
    and

            


    

     

    
      	
              5.3.2

            	
              procure
      that all moneys payable to the Guarantor in respect of the Earnings (as
      defined in the Mortgage) of the Ship shall, unless and until the Bank
      directs to the contrary pursuant to clause 2.1.1 of the General
      Assignment, be paid to the Operating Account.  Provided however
      that if any of the moneys paid to the Operating Account are payable in a
      currency other than Dollars, the Bank shall (and the Guarantor hereby
      irrevocably and unconditionally authorises and instructs the Bank to)
      convert such moneys into Dollars at the Bank’s spot rate of exchange at
      the relevant time for the purchase of Dollars with such currency and the
      term “spot rate of
      exchange” shall include any premium and costs of exchange payable
      in connection with the purchase of Dollars with such
    currency.

            


    

     

    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    
      	
              5.4

            	
              Operating
      Account: withdrawals

            


    

     

    Unless
the Bank otherwise agrees in writing, the Guarantor shall not be entitled to
withdraw any moneys from the Operating Account at any time from the date of this
Guarantee and for so long as any moneys are owing actually or contingently under
this Guarantee or any of the other Security Documents save that unless and until
a Default shall occur and the Bank shall direct to the contrary, the Guarantor
may withdraw moneys from the Operating Account for the following purposes (and,
in respect of the payments referred to in clause 5.3.1, the Guarantor hereby
irrevocably authorised and instructs the Bank at its discretion to effect any
such transfer):

     

    
      	
              5.4.1

            	
              to
      pay any amount in or towards payments of any instalments of interest or
      principal in respect of the Loan or any other amounts then payable
      pursuant to the Agreement or any of the other Security
      Documents;

            


    

     

    
      	
              5.4.2

            	
              to
      pay the proper and reasonable operating expenses of the
    Ship;

            


    

     

    
      	
              5.4.3

            	
              to
      pay the proper and reasonable expenses of administering its affairs;
      and

            


    

     

    
      	
              5.4.4

            	
              to
      make any payment of dividends if not prohibited by the terms of the
      Security Documents.

            


    

     

    
      	
              5.5

            	
              Application
      of account

            


    

     

    At any
time after the occurrence of an Event of Default and following a demand made by
the Bank under clause 2.1, the Bank may, without notice to the Guarantor,
instruct the Bank to apply all moneys then standing to the credit of the
Operating Account (together with interest from time to time accruing or accrued
thereon) in or towards satisfaction of any sums due to the Bank under the
Security Documents in the manner specified in clause 13.1 of the Agreement or
the Bank may credit the same to a suspense account pursuant to and in accordance
with clause 2.10.

     

    
      	
              5.6

            	
              General
      terms

            


    

     

    
      	
              5.6.1

            	
              Amounts
      standing to the credit of the Operating Account shall (unless otherwise
      agreed between the Bank and the Guarantor) bear interest at the rates from
      time to time offered by the Bank to its customers for Dollar deposits in
      comparable amounts for comparable periods in comparable
      accounts.  Interest shall accrue on the Operating Account from
      day to day and be calculated on the basis of actual days elapsed and a 360
      day year and shall be credited to the Operating Account at such times as
      the Bank and the Guarantor shall
agree.

            


    

     

    
      	
              5.6.2

            	
              No
      withdrawal may be made from the Operating Account if the Operating Account
      is overdrawn or would become overdrawn as a result of such
      withdrawal.

            


    

     

    
      	
              5.7

            	
              Charging
      of account

            


    

     

    The
Operating Account 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 relevant Operating Account Pledge.

     

    
      	
              6

            	
              Set-off

            


    

     

    The
Guarantor authorises the Bank, at any time and without notice to the Guarantor,
to apply any credit balance to which the Guarantor is then entitled on any
account of the Guarantor with the Bank at any of its branches in or towards
satisfaction of any sum then due and payable from the Guarantor to the Bank
under this Guarantee.  For this purpose the Bank 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. The Bank shall not be
obliged to exercise any right given to it by this clause 6.  The Bank
shall notify the Guarantor forthwith upon the exercise or purported exercise of
any right of set-off giving full details in relation thereto.

     

    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    
      	
              7

            	
              Benefit
      of this Guarantee

            


    

     

    
      	
              7.1

            	
              Benefit
      and burden

            


    

     

    This
Guarantee shall be binding upon the Guarantor and its successors in title and
shall enure for the benefit of the Bank and its successors in title or
replacements.  The Guarantor expressly acknowledges and accepts the
provisions of clause 14 of the Agreement and agrees that any person in
favour of whom an assignment or a transfer is made in accordance with such
clause shall be entitled to the benefit of this Guarantee.

     

    
      	
              7.2

            	
              Changes
      in constitution or reorganisation of the
Bank

            


    

     

    For the
avoidance of doubt and without prejudice to the provisions of clause 7.1,
this Guarantee shall remain binding on the Guarantor notwithstanding any change
in the constitution of the Bank or its absorption in, or amalgamation with, or
the acquisition of all or part of its undertaking or assets by, any other
person, or any reconstruction or reorganisation of any kind, to the intent that
this Guarantee shall remain valid and effective in all respects in favour of any
successor in title or replacement of the Bank in the same manner as if such
successor in title or replacement had been named in this Guarantee as a party
instead of, or in addition to, the Bank.

     

    
      	
              7.3

            	
              No
      assignment by Guarantor

            


    

     

    The
Guarantor may not assign or transfer any of its rights or obligations under this
Guarantee.

     

    
      	
              7.4

            	
              Disclosure
      of information

            


    

     

    The Bank
may without the consent of the Guarantor disclose to a prospective assignee or
transferee or to any other person who may propose entering into contractual
relations with the Bank in relation to this Guarantee such information about the
Guarantor as the Bank shall consider appropriate.

     

    
      	
              8

            	
              Notices
      and other matters

            


    

     

    
      	
              8.1

            	
              Notice

            


    

     

    Clause 15
of the Agreement shall apply to this Guarantee as if set out herein save that
every notice, request, demand or other communication under this Guarantee shall
be sent:

     

    
      	
              8.1.1

            	
              if
      to the Guarantor at:

            


    

     

    c/o
Globus Shipmanagement Corp.

    128
Vouliagmenis Avenue

    16674
Glyfada

    Greece

     

    Fax:                         +30
210 960 7761

    Attention:           
    Mr George Karageorgiou

     

    
      	
              8.1.1

            	
              if
      to the Bank at:

            


    

     

    Credit
Suisse

    St.
Alban-Graben 1-3

    P.O. Box
CH 4002

    Basel

    Switzerland

     

    Fax:                          +41
612 667 939

    Attention:          
      Mrs Lydia Lampadaridou

     

    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    or to
such other address or facsimile number as is notified by the Guarantor or the
Bank to the other parties to this Guarantee.

     

    
      	
              8.2

            	
              No
      implied waivers, remedies
cumulative

            


    

     

    No
failure or delay on the part of the Bank to exercise any power, right or remedy
under this Guarantee shall operate as a waiver thereof, nor shall any single or
partial exercise by the Bank of any power, right or remedy preclude any other or
further exercise thereof or the exercise of any other power, right or
remedy.  The remedies provided in this Guarantee are cumulative and
are not exclusive of any remedies provided by law.

     

    
      	
              8.3

            	
              English
      translations

            


    

     

    All
certificates, instruments and other documents to be delivered under or supplied
in connection with this Guarantee shall be in the English language or shall be
accompanied by a certified English translation upon which the Bank shall be
entitled to rely.

     

    
      	
              8.4

            	
              Other
      guarantors

            


    

     

    The
Guarantor agrees to be bound by this Guarantee notwithstanding that any other
person intended to execute or to be bound by any other guarantee or assurance
under or pursuant to the Agreement may not do so or may not be effectually bound
and notwithstanding that such other guarantee or assurance may be determined or
be or become invalid or unenforceable against any other person, whether or not
the deficiency is known to the Bank.

     

    
      	
              8.5

            	
              Expenses

            


    

     

    The
Guarantor agrees to reimburse the Bank on demand for all legal and other costs,
charges and expenses on a full and unqualified indemnity basis which may be
incurred by the Bank in relation to the enforcement of this Guarantee against
the Guarantor.

     

    
      	
              8.6

            	
              Partial
      invalidity

            


    

     

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

     

    
      	
              8.7

            	
              Miscellaneous

            


    

     

    
      	
              8.7.1

            	
              This
      Guarantee contains the entire agreement of the parties and its provisions
      supersede any and all other prior correspondence and oral negotiation by
      the parties in respect of the matters regulated by the
      Guarantee.

            


    

     

    
      	
              8.7.2

            	
              This
      Guarantee and its terms and provisions shall not be amended or varied in
      its terms by any oral agreement or representation or in any other manner
      other than by an instrument in writing or even date herewith or subsequent
      hereto executed by or on behalf of the parties
  hereto.

            


    

     

    
      	
              9

            	
              Law
      and jurisdiction

            


    

     

    
      	
              9.1

            	
              Law

            


    

     

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

     

    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    
      	
              9.2

            	
              Submission
      to jurisdiction

            


    

     

    The
Guarantor agrees for the benefit of the Bank that any legal action or
proceedings arising out of or in connection with this Guarantee against the
Guarantor or any of its assets may be brought in the English courts, irrevocably
and unconditionally submits to the jurisdiction of such courts and irrevocably
designates, appoints and empowers Saville & Co. at present of One Carey
Lane, London EC2V 8AE, 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 the Bank to take proceedings
against the Guarantor 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 Guarantor further agrees that only the courts of England and
not those of any other State shall have jurisdiction to determine any claim
which the Guarantor may have against the Bank arising out of or in connection
with this Guarantee.

     

    
      	
              9.3

            	
              Contracts
      (Rights of Third Parties) Act 1999

            


    

     

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

     

    IN WITNESS whereof the parties
to this Guarantee have caused this Guarantee to be duly executed as a deed on
the date first above written.


    
      
         


      

      
        17

        
          

        

      

      
         


      

    

    


    
      	
              EXECUTED as a DEED

            	
              )

            	 
      
	
              by

            	
              )

            	 
      
	
              duly
      authorised for and on behalf of

            	
              )

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

            
	
              [ELEANOR
      MARITIME LIMITED]

            	
              )

            	
              Attorney-in-Fact

            
	
              [DEVOCEAN
      MARITIME LTD.]

            	
              )

            	 
      
	
              [ELYSIUM
      MARITIME LIMITED]

            	
              )

            	 
      
	
              in
      the presence of:

            	
              )

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

            	 
      	 
      
	
              Witness

            	 
      	 
      
	
              Name:

            	 
      	 
      
	 
      	 
      	 
      
	
              EXECUTED as a DEED

            	
              )

            	 
      
	
              by

            	
              )

            	 
      
	
              duly
      authorised for and on behalf of

            	
              )

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

            
	
              CREDIT
      SUISSE

            	
              )

            	
              Attorney-in-Fact

            
	
              in
      the presence of:

            	
              )

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

            	 
      	 
      
	
              Witness:

            	 
      	 
      
	
              Name:

            	 
      	 
      


    

     

    
      
         


      

      
        18

        
          

        

      

      
         


      

    

     

    Schedule
6

    


    Form
of Mortgage

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Private
& Confidential

    


    Dated
[·] 2007 

    
      

    

    


    
      
        
          	
                  [ELEANOR MARITIME LIMITED]

                	 	 
      
	
                  [DEVOCEAN
      MARITIME LTD.]

                	 	 
      
	
                  [ELYSIUM
      MARITIME LIMITED]

                	 	
                  (1)

                
	 
      	 	 
      
	
                  in
      favour of

                	 	 
      
	 
      	 	 
      
	
                  CREDIT
      SUISSE

                	 	
                  (2)

                


        

      

    

     

    
      
        

      

       

      FIRST PREFERRED MARSHALL ISLANDS SHIP
MORTGAGE
on

    

    m.v.
[Island Globe] [River Globe]
[Tiara Globe]

      

      
        

      

       

    

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Contents

     

    
      
        
          	
                  Clause

                	 
      	 	
                  Page

                
	 
      	 
      	 	 
      
	
                  1

                	
                  Definitions

                	 	
                  2

                
	 
      	 
      	 	 
      
	
                  2

                	
                  Grant,
      conveyance and mortgage

                	 	
                  5

                
	 
      	 
      	 	 
      
	
                  3

                	
                  Covenants
      to pay and perform

                	 	
                  5

                
	 
      	 
      	 	 
      
	
                  4

                	
                  Continuing
      security and other matters

                	 	
                  6

                
	 
      	 
      	 	 
      
	
                  5

                	
                  Covenants

                	 	
                  7

                
	 
      	 
      	 	 
      
	
                  6

                	
                  Powers
      of Mortgagee to protect security and remedy defaults

                	 	
                  14

                
	 
      	 
      	 	 
      
	
                  7

                	
                  Powers
      of Mortgagee on Event of Default

                	 	
                  14

                
	 
      	 
      	 	 
      
	
                  8

                	
                  Application
      of moneys

                	 	
                  15

                
	 
      	 
      	 	 
      
	
                  9

                	
                  Remedies
      cumulative and other provisions

                	 	
                  16

                
	 
      	 
      	 	 
      
	
                  10

                	
                  Costs
      and indemnity

                	 	
                  16

                
	 
      	 
      	 	 
      
	
                  11

                	
                  Attorney

                	 	
                  17

                
	 
      	 
      	 	 
      
	
                  12

                	
                  Further
      assurance

                	 	
                  17

                
	 
      	 
      	 	 
      
	
                  13

                	
                  Total
      amount and maturity

                	 	
                  17

                
	 
      	 
      	 	 
      
	
                  14

                	
                  Law,
      jurisdiction and other provisions

                	 	
                  18

                
	 
      	 
      	 	 
      
	
                  15

                	
                  Other
      provisions

                	 	
                  18

                
	 
      	 
      	 	 
      
	
                  16

                	
                  Notices

                	 	
                  18

                
	 
      	 
      	 	 
      
	
                  Schedule
      1 The Loan Agreement

                	 	
                  20

                
	 
      	 	 
      
	
                  Schedule
      2 The Master Swap Agreement

                	 	
                  21

                
	 
      	 	 
      
	
                  Schedule
      3 The Corporate Guarantee

                	 	
                  22

                


        

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    THIS FIRST PREFERRED
SHIP MORTGAGE is made the [·] day of [·] 2007

     

    BY:

     

    
      	
              (1)

            	
              [ELEANOR MARITIME LIMITED]
      [DEVOCEAN MARITIME LTD.] [ELYSIUM MARITIME LIMITED], a company
      incorporated under the laws of the Republic of Marshall Islands, whose
      registered office is at Trust Company Complex, Ajeltake Road, Ajeltake
      Island, Majuro, Marshall Islands MH96960 (the “Owner”);

            


    

     

    IN
FAVOUR OF:

     

    
      	
              (2)

            	
              CREDIT SUISSE of
      Paradeplatz 8, 8070 Zurich, Switzerland, acting for the purposes of this
      Mortgage through its branch at St. Alban-Graben 1-3, 4002 Basel,
      Switzerland (the “Mortgagee”).

            


    

     

    WHEREAS:

     

    
      	
              (A)

            	
              the
      Owner is the sole, absolute and unencumbered, legal and beneficial owner
      of the whole of the m.v. [Island Globe] [River Globe]
      [Tiara Globe] documented under the laws and flag of the Republic of
      the Marshall Islands, Official Number [2861] [·] [·], of [38,632] [·] [·] gross tons and
      24,570 net tons;

            


    

     

    
      	
              (B)

            	
              by
      a facility agreement dated [·] 2007 (the “Loan Agreement”) made
      between (i) Globus Maritime Limited (therein and herein referred to as the
      “Borrower”) as
      borrower and (ii) the Mortgagee as lender (therein referred to as the
      “Bank”) (a copy of
      the form of which Loan Agreement without its schedules is annexed
      hereto as schedule 1), the Mortgagee agreed (inter alia) to make available
      to the Borrower, upon the terms and conditions therein contained, a
      reducing revolving credit facility of up to
  $120,000,000;

            


    

     

    
      	
              (C)

            	
              by
      a 2002 ISDA master swap agreement dated as of [·] 2007 (the “Master Swap Agreement”)
      and made between the Borrower and the Mortgagee (a copy of the form of
      which Master Swap Agreement with its Schedule is annexed hereto as
      schedule 2), the Mortgagee agreed the terms and conditions upon which it
      would enter into (inter alia) derivative transactions with the Borrower,
      whether in respect of the Loan (whether in whole or in part, as the case
      may be, from time to time) or for any other purpose
      whatsoever.  The Owner has agreed pursuant to this Mortgage to
      secure the debts and obligations arising or that may arise in favour of
      the Mortgagee under the Master Swap Agreement and the Owner and the
      Mortgagee agree for the purpose of this Mortgage that the amount of such
      obligations to be secured by this Mortgage shall be Twenty four million
      Dollars ($24,000,000) (the “Swap
      Obligations”);

            


    

     

    
      	
              (D)

            	
              pursuant
      to the said Loan Agreement, the Mortgagee as of the date hereof has
      advanced or has agreed to advance to the Borrower (and the Borrower is
      indebted to the Mortgagee in) a total principal amount of [up to]
      $120,000,000 which (together with interest (as provided in clause 3.1
      of the said Loan Agreement) thereon and fees) is to be repaid and paid, as
      the case may be, as provided in the Loan
  Agreement;

            


    

     

    
      	
              (E)

            	
              by
      a corporate guarantee (the “Corporate Guarantee”)
      dated [·] 2007
      and executed by the Owner (therein referred to as the “Guarantor”) in favour
      of the Mortgagee (a copy of the form of which Corporate Guarantee is
      annexed hereto as schedule 3), the Owner (inter alia) guaranteed the
      payment of any moneys owing by the Borrower to the Mortgagee under the
      Loan Agreement, the Master Swap Agreement and the other Security
      Documents;

            


    

     

    
      	
              (F)

            	
              the
      Owner, in order to secure the payment of all sums of money from time to
      time owing to the Mortgagee under the said Corporate Guarantee and the
      performance and observance of and compliance with all of the covenants,
      terms and conditions in this Mortgage and the said Loan Agreement, the
      said Master Swap Agreement and the other Security Documents, has duly
      authorised the execution and delivery of this First Preferred Mortgage
      under and pursuant to Chapter 3 of the Maritime Act 1990 as amended of the
      Republic of the Marshall Islands;
and

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      
        	
                (G)

              	
                this
      Mortgage is the “Mortgage” referred to in the Loan
    Agreement.

              


      

       

      NOW THIS MORTGAGE WITNESSETH AND IT
IS HEREBY AGREED as follows:

       

      
        	
                1

              	
                Definitions

              


      

       

      
        	
                1.1

              	
                Defined
      expressions

              


      

       

      Words and
expressions defined in the Loan Agreement and/or the Corporate Guarantee shall,
unless the context otherwise requires or unless otherwise defined herein, have
the same meanings when used in this Mortgage.

       

      
        	
                1.2

              	
                Definitions

              


      

       

      In this
Mortgage unless the context otherwise requires:

       

      “Approved Brokers” means such
firm  or firms of insurance brokers, appointed by the Owner, as may
from time to time be approved in writing by the Mortgagee for the purposes of
this Mortgage;

       

      “Casualty Amount” means Two
hundred and fifty thousand Dollars ($250,000) (or the equivalent in any other
currency);

       

      “Collateral Instruments” means
notes, bills of exchange, certificates of deposit and other negotiable and
non-negotiable instruments, guarantees, indemnities and other assurances against
financial loss and any other documents or instruments which contain or evidence
an obligation (with or without security) to pay, discharge or be responsible
directly or indirectly for, any indebtedness or liabilities of the Owner or any
other person liable and includes any documents or instruments creating or
evidencing a mortgage, charge (whether fixed or floating), pledge, lien,
hypothecation, assignment, trust arrangement or security interest of any
kind;

       

      “Earnings” means all moneys
whatsoever from time to time due or payable to the Owner during the Security
Period arising out of the use or operation of the Ship including (but without
limiting the generality of the foregoing) all freight, hire and passage moneys,
income arising under pooling arrangements, compensation payable to the Owner in
event of requisition of the Ship for hire, remuneration for salvage and towage
services, demurrage and detention moneys, and damages for breach (or payments
for variation or termination) of any charterparty or other contract for the
employment of the Ship;

       

      “Event of Default” means any of
the events or circumstances described in clause 10.1 of the Loan
Agreement;

       

      “Expenses” means the aggregate
at any relevant time (to the extent that the same have not been received or
recovered by the Mortgagee) of:

       

      
        	
              	
                (a)

              	
                all
      losses, liabilities, costs, charges, expenses, damages and outgoings of
      whatever nature, (including, without limitation, Taxes, repair costs,
      registration fees and insurance premiums) suffered, incurred or paid by
      the Mortgagee in connection with the exercise of the powers referred to in
      or granted by the Corporate Guarantee, the Loan Agreement, this Mortgage,
      the General Assignment or any other of the Security Documents or otherwise
      payable by the Owner in accordance with clause 10 of this Mortgage or
      clause 8 of the General Assignment;
and

              


      

       

      
        	
              	
                (b)

              	
                interest
      on all such losses, liabilities, costs, charges, expenses, damages and
      outgoings from the date on which the same were suffered, incurred or paid
      by the Mortgagee until the date of receipt or recovery thereof (whether
      before or after judgement) at a rate per annum calculated in accordance
      with clause 2.5 of the Corporate Guarantee (as conclusively certified by
      the Mortgagee);

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      “General Assignment” means a
deed of assignment bearing even date herewith made between the Owner and the
Mortgagee whereby the Owner has assigned to the Mortgagee the Insurances, any
Requisition Compensation and the Earnings of the Ship;

       

      “Guaranteed Liabilities” shall
have the meaning ascribed thereto in the Corporate Guarantee;

       

      “Insurances” means all policies
and contracts of insurance (which expression includes all entries of the Ship in
a protection and indemnity or war risks association) which are from time to time
during the Security Period in place or taken out or entered into by or for the
benefit of the Owner (whether in the sole name of the Owner, or in the joint
names of the Owner and the Mortgagee or otherwise) in respect of the Ship and
her Earnings or otherwise howsoever in connection with the Ship and all benefits
thereof (including claims of whatsoever nature and return of
premiums);

       

      “Loan” means the total
principal amount of up to One hundred and twenty million Dollars ($120,000,000)
referred to in recital (B) hereto advanced or to be advanced by the Mortgagee to
the Borrower pursuant to the Loan Agreement or (as the context may require) the
amount thereof at any time advanced and outstanding;

       

      “Loan Agreement” means the
agreement dated [·]
2007 mentioned in recital (B) hereto;

       

      “Loss Payable Clauses” means
the provisions regulating the manner of payment of sums receivable under the
Insurances which are to be incorporated in the relevant insurance documents,
such provisions to be in the forms set out in schedule 1 to the General
Assignment or in such other form as may from time to time be required or agreed
in writing by the Mortgagee;

       

      “Master Swap Agreement” means
the 2002 ISDA Master Swap Agreement dated as of [·] 2007 made between the
Mortgagee and the Borrower mentioned in recital (C) hereto comprising an ISDA
Master Agreement (and a Schedule thereto) together with any Confirmations (as
defined therein) supplemental thereto;

       

      “Master Swap Agreement
Liabilities” means, at any relevant time, all liabilities, actual or
contingent, present or future, owing by the Borrower to the Mortgagee under the
Master Swap Agreement;

       

      “Mortgagee” includes the
successors in title and the Assignees and/or Transferees of the
Mortgagee;

       

      “Notice of Assignment of
Insurances” means a notice of assignment in the form set out in
schedule 2 to the General Assignment or in such other form as may from time
to time be required or agreed in writing by the Mortgagee;

       

      “Outstanding Indebtedness”
means the aggregate of the Guaranteed Liabilities and interest accrued and
accruing thereon, the Master Swap Agreement Liabilities, the Expenses and all
other sums of money from time to time owing to the Mortgagee, whether actually
or contingently, under the Corporate Guarantee, the Loan Agreement, the Master
Swap Agreement, the other Security Documents or any of them;

       

      “Owner” includes the successors
in title of the Owner;

       

      “Requisition Compensation”
means all moneys or other compensation from time to time payable during the
Security Period by reason of the Compulsory Acquisition of the
Ship;

       

      “Security Documents” means the
Corporate Guarantee, the Loan Agreement, the Master Swap Agreement, this
Mortgage, the General Assignment and any other such document as may have been or
may hereafter be executed to guarantee and/or secure all or any part of the
Guaranteed Liabilities, the Master Swap Agreement Liabilities, the Loan,
interest thereon and other moneys from time to time owing by the Owner and/or
any other Security Party pursuant to the Corporate Guarantee and/or the other
Security Documents or any of them (whether or not any such document also secures
moneys from time to time owing pursuant to any other document or
agreement);

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      “Security Period” means the
period commencing on the date hereof and terminating upon discharge of the
security created by the Security Documents by payment of all moneys payable
thereunder;

       

      “Ship” means the vessel
described in Recital (A) hereto and includes any interest therein and her
engines, machinery, boats, tackle, outfit, spare gear, fuel, consumable or other
stores, belongings and appurtenances whether on board or ashore and whether now
owned or hereafter acquired and also any and all additions, improvements and
replacements hereafter made in or to such vessel or any part thereof or in or to
her equipment and appurtenances aforesaid; and

       

      “Total Loss”
means:

       

      
        	
              	
                (a)

              	
                actual,
      constructive, compromised or arranged total loss of the Ship;
      or

              


      

       

      
        	
              	
                (b)

              	
                the
      Compulsory Acquisition of the Ship;
or

              


      

       

      
        	
              	
                (c)

              	
                the
      hijacking, theft, condemnation, capture, seizure, arrest, detention or
      confiscation of the Ship (other than where the same amounts to the
      Compulsory Acquisition of the Ship) by any Government Entity or by persons
      acting or purporting to act on behalf of any Government Entity unless the
      Ship be released and restored to the Owner from such hijacking, theft,
      condemnation, capture, seizure, arrest, detention or confiscation within
      thirty (30) days after the occurrence
thereof.

              


      

       

      
        	
                1.3

              	
                Insurance
      terms

              


      

       

      In
clause 5.1.1:

       

      
        	
                1.3.1

              	
                “excess risks” means the
      proportion (if any) of claims for general average, salvage and salvage
      charges and under the ordinary collision clause not recoverable in
      consequence of the value at which a vessel is assessed for the purpose of
      such claims exceeding her insured
value;

              


      

       

      
        	
                1.3.2

              	
                “protection and indemnity
      risks” means the usual risks (including oil pollution and freight,
      demurrage and defence cover) covered by a protection and indemnity
      association which is a member of the International Group of P&I Clubs
      (including, without limitation, the proportion (if any) of any sums
      payable to any other person or persons in case of collision which are not
      recoverable under the hull and machinery policies by reason of the
      incorporation therein of Clause 8 of the Institute Time
      Clauses (Hulls) (1/11/95) or the Institute Amended Running Down
      Clause (1/10/71) or any equivalent provision);
  and

              


      

       

      
        	
                1.3.3

              	
                “war risks” includes
      those risks covered by the standard form of English marine policy with
      Institute War and Strikes Clauses Hulls - Time (1/11/95) attached or
      similar cover.

              


      

       

      
        	
                1.4

              	
                Headings

              


      

       

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

       

      
        	
                1.5

              	
                Construction
      of certain terms

              


      

       

      In this
Mortgage, unless the context otherwise requires:

       

      
        	
                1.5.1

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

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	
                1.5.2

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

              


      

       

      
        	
                1.5.3

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

              


      

       

      
        	
                1.5.4

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

              


      

       

      
        	
                1.5.5

              	
                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; and

              


      

       

      
        	
                1.5.6

              	
                references
      to statutory provisions shall be construed as references to those
      provisions as replaced or amended or re-enacted from time to
      time.

              


      

       

      
        	
                2

              	
                Grant,
      conveyance and mortgage

              


      

       

      For good
and valuable consideration (receipt of which is hereby acknowledged by the
Owner) and, pursuant to the Corporate Guarantee and in order to secure the
repayment of the Outstanding Indebtedness and to secure the performance and
observance of and compliance with the covenants, terms and conditions contained
in this Mortgage, the Corporate Guarantee, the Loan Agreement and the Master
Swap Agreement, express or implied, the Owner has granted, conveyed and
mortgaged and does by these presents grant, convey and mortgage unto the
Mortgagee, the whole of the Ship TO HAVE AND TO HOLD the same unto the Mortgagee
forever, upon the terms herein set forth, for the enforcement of the payment of
the Outstanding Indebtedness and to secure the performance and observance of and
compliance with the covenants, terms and conditions contained in this Mortgage,
the Corporate Guarantee, the Loan Agreement and the Master Swap Agreement,
express or implied.

       

      PROVIDED
ONLY, and the condition of these presents is such that, if the Owner shall pay
or cause to be repaid to the Mortgagee, the Outstanding Indebtedness as and when
the same shall become due and payable in accordance with the terms of the
Corporate Guarantee and this Mortgage and shall observe and comply with the
covenants, terms and conditions contained in the Corporate Guarantee and this
Mortgage, expressed or implied to be performed, observed or complied with, by
and on the part of the Owner, then these presents and the rights hereunder shall
cease, determine and be void, otherwise to be and remain in full force and
effect.

       

      IT IS NOT
INTENDED that this Mortgage shall cover, and this Mortgage shall not cover,
property other than the Ship as the term “Vessel” is used in Section 308(2)
of Chapter 3 of the Maritime Act 1990 of the Republic of the Marshall Islands as
amended.

       

      
        	
                3

              	
                Covenants
      to pay and perform

              


      

       

      
        	
                3.1

              	
                For
      the consideration aforesaid the Owner hereby covenants with the Mortgagee
      as follows:

              


      

       

      
        	
                3.1.1

              	
                the
      Owner will pay to the Mortgagee any sums payable by the Owner pursuant to
      the Corporate Guarantee at the times and in the manner specified in the
      Corporate Guarantee;

              


      

       

      
        	
                3.1.2

              	
                the
      Owner will pay to the Mortgagee interest on any such sums and overdue
      interest or other moneys payable under the Corporate Guarantee at the
      rates, at the times and in the manner specified in the Corporate
      Guarantee;

              


      

       

      
        	
                3.1.3

              	
                the
      Owner will pay all other moneys comprising the Outstanding Indebtedness as
      and when the same shall become due and payable in accordance with the
      terms of the Corporate Guarantee and this
  Mortgage;

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	
                3.1.4

              	
                the
      Owner will pay interest at a rate per annum calculated in accordance with
      clause 2.5 of the Corporate Guarantee (as conclusively certified by
      the Mortgagee) on any moneys which are by this Mortgage expressed to be
      payable on demand and which are not paid forthwith on demand being made as
      from the date of demand until payment (both before and after any judgment)
      provided however that this provision shall not affect the right of the
      Mortgagee to receive that part of its Expenses as comprises interest from
      such date prior to demand being made as is referred to in the definition
      of Expenses; and

              


      

       

      
        	
                3.1.5

              	
                the
      Owner will keep, perform and observe the covenants and provisions of the
      Corporate Guarantee.

              


      

       

      
        	
                4

              	
                Continuing
      security and other matters

              


      

       

      
        	
                4.1

              	
                Continuing
      security

              


      

       

      The
security created by this Mortgage shall:

       

      
        	
                4.1.1

              	
                be
      held by the Mortgagee as a continuing security for the payment of the
      Outstanding Indebtedness and the performance and observance of and
      compliance with all of the covenants, terms and conditions contained in
      the Corporate Guarantee, the Loan Agreement, the Master Swap Agreement or
      this Mortgage, express or implied, and the security so created shall not
      be satisfied by any intermediate payment or satisfaction of any part of
      the amount hereby and thereby secured (or by any settlement of accounts
      between the Owner or any other person who may be liable to the Mortgagee
      in respect of the Outstanding Indebtedness or any part thereof, and the
      Mortgagee);

              


      

       

      
        	
                4.1.2

              	
                be
      in addition to, and shall not in any way prejudice or affect, and may be
      enforced by the Mortgagee without prior recourse to, the security created
      by any other of the Security Documents or by any present or future
      Collateral Instruments, right or remedy held by or available to the
      Mortgagee or any right or remedy of the Mortgagee thereunder;
      and

              


      

       

      
        	
                4.1.3

              	
                not
      be in any way prejudiced or affected by the existence of any of the other
      Security Documents or any such Collateral Instrument, rights or remedies
      or by the same becoming wholly or in part void, voidable or unenforceable
      on any ground whatsoever or by the Mortgagee dealing with, exchanging,
      varying or failing to perfect or enforce any of the same, or giving time
      for payment or performance or indulgence or compounding with any other
      person liable.

              


      

       

      
        	
                4.2

              	
                Rights
      additional

              


      

       

      All the
rights, powers and remedies vested in the Mortgagee hereunder shall be in
addition to and not a limitation of any and every other right, power or remedy
vested in the Mortgagee under the Corporate Guarantee, the Loan Agreement, the
Master Swap Agreement, this Mortgage, the other Security Documents or any
Collateral Instrument or at law and all the rights, powers and remedies so
vested in the Mortgagee may be exercised from time to time and as often as the
Mortgagee may deem expedient.

       

      
        	
                4.3

              	
                No
      enquiry

              


      

       

      The
Mortgagee shall not be obliged to make any enquiry as to the nature or
sufficiency of any payment received by it under this Mortgage or to make any
claim or take any action to collect any moneys or to enforce any rights or
benefits to which the Mortgagee may at any time be entitled under this
Mortgage.

       

      
        	
                4.4

              	
                Waiver
      of rights

              


      

       

      The Owner
hereby waives any rights under the provisions of the laws of a given country
which require the Mortgagee to levy execution against the Owner or make any
demand or claim against the Owner prior to the enforcement of rights under this
Mortgage.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	
                5

              	
                Covenants

              


      

       

      
        	
                5.1

              	
                The
      Owner further covenants with the Mortgagee and undertakes throughout the
      Security Period:

              


      

       

      
        	
                5.1.1

              	
                Insurance

              


      

       

      
        
          	
                	
                  (a)

                	
                  Insured
      risks, amounts and terms

                


        

      

       

      to insure
and keep the Ship insured free of cost and expense to the Mortgagee and in the
sole name of the Owner or, if so required by the Mortgagee, in the joint names
of the Owner and the Mortgagee (but without liability on the part of the
Mortgagee for premiums or calls and to procure that no other assured shall be
additionally named without the prior written consent of the
Mortgagee):

       

      
        
          	
                	
                  (i)

                	
                  against
      fire and usual marine risks (including excess risks) and war risks, on an
      agreed value basis, in such amounts (but not in any event less than
      whichever shall be the greater of (A) the market value of the Ship for the
      time being (as determined by the Mortgagee pursuant to clause 8.2 of the
      Loan Agreement) and (B) of an amount which, when aggregated with the
      equivalent insurance for all other Mortgaged Ships, shall be equal to at
      least one hundred and twenty per cent (120%) of (1) the Loan and (2) the
      Swap Exposure) and upon such terms as shall from time to time be approved
      in writing by the Mortgagee;
and

                


        

      

       

      
        	
              	
                (ii)

              	
                against
      protection and indemnity risks (including pollution risks for the highest
      amount in respect of which cover is or may become available for ships of
      the same type, size, age and flag as the Ship) for the full value and
      tonnage of the Ship (as approved in writing by the Mortgagee) and upon
      such terms as shall from time to time be approved in writing by the
      Mortgagee; and

              


      

       

      
        	
              	
                (iii)

              	
                in
      respect of such other matters of whatsoever nature and howsoever arising
      in respect of which insurance would be maintained by a prudent owner of
      the Ship,

              


      

       

      and to
pay to the Mortgagee the cost (as conclusively certified by the Mortgagee) of
(aa) any mortgagee’s interest insurance (“MII”) (including, if the
Mortgagee shall so require, mortgagee's additional perils (including all P&I
risks) coverage (“MAP”))
which the Mortgagee may from time to time effect in respect of the Ship upon
such terms and in such amounts (not exceeding one hundred and twenty per cent
(120%) (in respect of MII) and one hundred and ten per cent (110%) (in respect
of MAP), in each case, of (aa) the Loan and (bb) the Swap Exposure) as it shall
deem desirable; and (bb) any other insurance cover which the Mortgagee may from
time to time effect in respect of the Ship and/or in respect of its interest and
potential third party liability as mortgagee of the Ship as the Mortgagee shall
deem desirable having regard to any limitations in respect of amount or extent
of cover which may from time to time be applicable to any of the other
insurances referred to in this clause 5.1.1(a);

       

      
        	
              	
                (b)

              	
                Approved
      brokers, insurers and associations

              


      

       

      to effect
the insurances aforesaid in such currency as the Mortgagee may approve and
through the Approved Brokers (other than the said mortgagee’s interest insurance
which shall be effected through brokers appointed by the Mortgagee) and with
such insurance companies and/or underwriters having a Standard & Poor rating
of “BBB” or a comparable rating of another comparable rating agency as shall
from time to time be approved in writing by the Mortgagee; provided however that
the insurances against war risks and protection and indemnity risks may be
effected by the entry of the Ship with such war risks and protection and
indemnity associations as shall from time to time be approved in writing by the
Mortgagee;

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                (c)

              	
                Fleet
      liens, set-off and cancellation

              


      

       

      if any of
the insurances referred to in clause 5.1.1(a) form part of a fleet cover,
to procure that the Approved Brokers shall undertake to the Mortgagee that they
shall neither set off against any claims in respect of the Ship any premiums due
in respect of other vessels under such fleet cover or any premiums due for other
insurances, nor cancel the insurance for reason of non-payment of premiums for
other vessels under such fleet cover or of premiums for such other insurances,
and shall undertake to issue a separate policy in respect of the Ship if and
when so requested by the Mortgagee;

       

      
        	
              	
                (d)

              	
                Payment
      of premiums and calls

              


      

       

      punctually
to pay all premiums, calls, contributions or other sums payable in respect of
all such insurances and to produce all relevant receipts or other evidence of
payment when so required by the Mortgagee;

       

      
        	
              	
                (e)

              	
                Renewal

              


      

       

      at least
fourteen (14) days before the relevant policies, contracts or entries expire, to
notify the Mortgagee of the names of the brokers and/or the war risks and
protection and indemnity associations proposed to be employed by the Owner or
any other party for the purposes of the renewal of such insurances and of the
amounts in which such insurances are proposed to be renewed and the risks to be
covered and, subject to compliance with any requirements of the Mortgagee
pursuant to this clause 5.1.1, to procure that appropriate instructions for
the renewal of such Insurances on the terms so specified are given to the
Approved Brokers and/or to the approved war risks and protection and indemnity
associations at least ten (10) days before the relevant policies, contracts or
entries expire, and that the Approved Brokers and/or the approved war risks and
protection and indemnity associations will at least seven (7) days before such
expiry (or within such shorter period as the Mortgagee may from time to time
agree) confirm in writing to the Mortgagee as and when such renewals have been
effected in accordance with the instructions so given;

       

      
        	
              	
                (f)

              	
                Guarantees

              


      

       

      to
arrange for the execution and delivery of such guarantees or indemnities as may
from time to time be required by any protection and indemnity or war risks
association;

       

      
        	
              	
                (g)

              	
                Hull
      policy documents, notices, loss payable clauses and brokers'
      undertakings

              


      

       

      to
deposit with the Approved Brokers (or procure the deposit of) all slips, cover
notes, policies, certificates of entry or other instruments of insurance from
time to time issued in connection with such of the insurances referred to in
clause 5.1.1(a) as are effected through the Approved Brokers and procure
that the interest of the Mortgagee shall be endorsed thereon by incorporation of
the relevant Loss Payable Clause and, where the Insurances have been
assigned to the Mortgagee, by means of a Notice of Assignment of Insurances
(signed by the Owner and by any other assured who shall have assigned its
interest in the Insurances to the Mortgagee) and that the Mortgagee shall be
furnished with pro forma copies thereof and a letter or letters of undertaking
from the Approved Brokers in such form as shall from time to time be required by
the Mortgagee;

       

      
        	
              	
                (h)

              	
                Associations'
      loss payable clauses, undertakings and
  certificates

              


      

       

      to
procure that any protection and indemnity and/or war risks associations in which
the Ship is for the time being entered shall endorse the relevant Loss Payable
Clause on the relevant certificate of entry or policy and shall furnish the
Mortgagee with a copy of such certificate of entry or policy and a letter or
letters of undertaking in such form as may from time to time be required by the
Mortgagee;

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                (i)

              	
                Extent
      of cover and exclusions

              


      

       

      to take
all necessary action and comply with all requirements which may from time to
time be applicable to the Insurances (including, without limitation, the making
of all requisite declarations within any prescribed time limits and the payment
of any additional premiums or calls) so as to ensure that the Insurances are not
made subject to any exclusions or qualifications to which the Mortgagee has not
given its prior written consent and are otherwise maintained on terms and
conditions from time to time approved in writing by the Mortgagee;

       

      
        	
              	
                (j)

              	
                Correspondence
      with brokers and associations

              


      

       

      to
provide to the Mortgagee, at the time of each such communication, copies of all
written communications between the Owner and the Approved Brokers and approved
war risks and protection and indemnity associations which relate to compliance
with requirements from time to time applicable to the Insurances including,
without limitation, all requisite declarations and payments of additional
premiums or calls referred to in clause 5.1.1(i);

       

      
        	
              	
                (k)

              	
                Independent
      report

              


      

       

      if so
requested by the Mortgagee, but at the cost of the Owner, to furnish the
Mortgagee from time to time with a detailed report signed by an independent firm
of marine insurance brokers appointed by the Mortgagee dealing with the
insurances maintained on the Ship and stating the opinion of such firm as to the
adequacy thereof;

       

      
        	
              	
                (l)

              	
                Collection
      of claims

              


      

       

      to do all
things necessary and provide all documents, evidence and information to enable
the Mortgagee to collect or recover any moneys which shall at any time become
due in respect of the Insurances;

       

      
        	
              	
                (m)

              	
                Employment
      of Ship

              


      

       

      not to
employ the Ship or suffer the Ship to be employed otherwise than in conformity
with the terms of the Insurances (including any warranties express or implied
therein) without first obtaining the consent of the insurers to such employment
and complying with such requirements as to extra premium or otherwise as the
insurers may prescribe; and

       

      
        	
              	
                (n)

              	
                Application
      of recoveries

              


      

       

      to apply
all sums receivable under the Insurances which are paid to the Owner in
accordance with the Loss Payable Clauses in repairing all damage and/or in
discharging the liability in respect of which such sums shall have been
received;

       

      
        	
                5.1.2

              	
                Ship's
      name and registration

              


      

       

      not to
change the name of the Ship and to keep the Ship registered as a Marshall
Islands ship and not to do or suffer to be done anything, or omit to do anything
the doing or omission of which could or might result in such registration being
forfeited or imperilled or which could or might result in the Ship being
required to be registered under any other flag than the Marshall Islands flag
and not to register the Ship or permit its registration under any other flag
without the prior written consent of the Mortgagee;

       

      
        	
                5.1.3

              	
                Repair

              


      

       

      to keep
the Ship in a good and efficient state of repair and to procure that all repairs
to or replacement of any damaged, worn or lost parts or equipment are effected
in such manner (both as regards workmanship and quality of materials) as not to
diminish the value of the Ship;

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        	
                5.1.4

              	
                Modification;
      removal of parts; equipment owned by third
  parties

              


      

       

      not
without the prior written consent of the Mortgagee to or suffer any other person
to:

       

      
        	
              	
                (a)

              	
                make
      any modification to the Ship in consequence of which her structure, type
      or performance characteristics could or might be materially altered or her
      value materially reduced; or

              


      

       

      
        	
              	
                (b)

              	
                remove
      any material part of the Ship or any equipment the value of which is such
      that its removal from the Ship would materially reduce the value of the
      Ship without replacing the same with equivalent parts or equipment which
      are owned by the Owner free from Encumbrances;
  or

              


      

       

      
        	
              	
                (c)

              	
                install
      on the Ship any equipment owned by a third party which cannot be removed
      without causing damage to the structure or fabric of the
    Ship;

              


      

       

      
        	
                5.1.5

              	
                Maintenance
      of class; compliance with
regulations

              


      

       

      to
maintain the Classification as the class of the Ship and to comply with and
ensure that the Ship at all times complies with the provisions of all laws,
regulations and requirements (statutory or otherwise) from time to time
applicable to vessels registered under the laws and flag of the Republic of the
Marshall Islands or otherwise applicable to the Ship and to procure that the
Classification Society shall make available to the Mortgagee upon its request
such information and documents in respect of the Ship as are maintained in the
records of the Classification Society;

       

      
        	
                5.1.6

              	
                Surveys

              


      

       

      to submit
the Ship to continuous surveys and such periodical or other surveys as may be
required for classification purposes and if so required to supply to the
Mortgagee copies of all survey reports issued in respect thereof;

       

      
        	
                5.1.7

              	
                Inspection

              


      

       

      to ensure
that the Mortgagee, by surveyors or other persons appointed by it (at the
expense of the Owner) for such purpose, may board the Ship at all reasonable
times for the purpose of inspecting her and her records and to afford all proper
facilities for such inspections and for this purpose to give the Mortgagee
reasonable advance notice of any intended drydocking of the Ship (whether for
the purpose of classification, survey or otherwise) Provided that if no Event of
Default has occurred the Owner shall only bear the cost of no more than one (1)
such inspection in every two (2) calendar years;

       

      
        	
                5.1.8

              	
                Prevention
      of and release from arrest

              


      

       

      promptly
to pay and discharge all debts, damages, liabilities and outgoings whatsoever
which have given or may give rise to maritime, statutory or possessory liens on,
or claims enforceable against, the Ship, her Earnings or Insurances or any part
thereof and, in the event of a writ or libel being filed against the Ship, her
Earnings or Insurances or any part thereof, or of any of the same being
arrested, attached or levied upon pursuant to legal process or purported legal
process or in the event of detention of the Ship in exercise or purported
exercise of any such lien or claim as aforesaid, to procure the release of the
Ship, her Earnings and Insurances from such arrest, detention, attachment or
levy or, as the case may be, the discharge of the writ or libel forthwith upon
receiving notice thereof by providing bail or procuring the provision of
security or otherwise as the circumstances may require;

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      
        	
                5.1.9

              	
                Employment

              


      

       

      not to
employ the Ship or permit her employment in any manner, trade or business which
is forbidden by Marshall Islands law or international law, or which is otherwise
unlawful or illicit under the law of any relevant jurisdiction, or in carrying
illicit or prohibited goods, or in any manner whatsoever which may render her
liable to condemnation in a prize court, or to destruction, seizure,
confiscation, penalty or sanctions and, in the event of hostilities in any part
of the world (whether war be declared or not), not to employ the Ship or permit
her employment in carrying any contraband goods, or to enter or trade to or to
continue to trade in any zone which has been declared a war zone by any
Government Entity or by the Ship's war risks insurers unless the prior written
consent of the Mortgagee is obtained and such special insurance cover as the
Mortgagee may require shall have been effected by the Owner and at its
expense;

       

      
        	
                5.1.10

              	
                Information

              


      

       

      promptly
to furnish to the Mortgagee all such information as it may from time to time
require regarding the Ship, her employment, position and engagements,
particulars of all towages and salvages, and copies of all charters and other
contracts for her employment or otherwise howsoever concerning her;

       

      
        	
                5.1.11

              	
                Notification
      of certain events

              


      

       

      to notify
the Mortgagee forthwith by facsimile thereafter confirmed by letter
of:

       

      
        	
              	
                (a)

              	
                any
      damage to the Ship requiring repairs the cost of which will or might
      exceed the Casualty Amount;

              


      

       

      
        	
              	
                (b)

              	
                any
      occurrence in consequence of which the Ship has or may become a Total
      Loss;

              


      

       

      
        	
              	
                (c)

              	
                any
      requisition of the Ship for hire;

              


      

       

      
        	
              	
                (d)

              	
                any
      requirement or recommendation made by any insurer or the Classification
      Society or by any competent authority which is not, or cannot be, complied
      with in accordance with its terms;

              


      

       

      
        	
              	
                (e)

              	
                any
      arrest or detention of the Ship or any exercise or purported exercise of a
      lien or other claim on the Ship or the Earnings or Insurances or any part
      thereof;

              


      

       

      
        	
              	
                (f)

              	
                any
      petition or notice of meeting to consider any resolution to wind-up the
      Owner (or any event analogous thereto under the laws of the place of its
      incorporation);

              


      

       

      
        	
              	
                (g)

              	
                the
      occurrence of any Default;

              


      

       

      
        	
              	
                (h)

              	
                the
      occurrence of any Environmental Claim against the Owner, the Ship, any
      other Relevant Party or any other Relevant Ship or any incident, event or
      circumstance which may give rise to any such Environmental Claim;
      or

              


      

       

      
        	
              	
                (i)

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

              


      

       

      
        	
                5.1.12

              	
                Payment
      of outgoings and evidence of
payments

              


      

       

      promptly
to pay all tolls, dues and other outgoings whatsoever in respect of the Ship and
her Earnings and Insurances and to keep proper books of account in respect of
the Ship and her Earnings and, as and when the Mortgagee may so require, to make
such books available for inspection on behalf of the Mortgagee, and to furnish
satisfactory evidence that the wages and allotments and the insurance and
pension contributions of the Master and crew are being promptly and regularly
paid and that all deductions from crew's wages in respect of any tax liability
are being properly accounted for and that the Master has no claim for
disbursements other than those incurred by him in the ordinary course of trading
on the voyage then in progress;

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      
        	
                5.1.13

              	
                Encumbrances

              


      

       

      not
without the prior written consent of the Mortgagee (and then only subject to
such conditions as the Mortgagee may impose) to create or purport or agree to
create or permit to arise or subsist any Encumbrance (other than Permitted
Liens) over or in respect of the Ship, any share or interest therein or in the
Insurances, Earnings or Requisition Compensation or any part thereof or interest
therein other than to or in favour of the Mortgagee;

       

      
        	
                5.1.14

              	
                Sale
      or other disposal

              


      

       

      not
without the prior written consent of the Mortgagee (and then only subject to
such terms as the Mortgagee may impose) to sell, agree to sell, transfer,
abandon or otherwise dispose of the Ship or any share or interest
therein;

       

      
        	
                5.1.15

              	
                Chartering

              


      

       

      save
under the Initial Charter, not without the prior written consent of the
Mortgagee (which the Mortgagee shall have full liberty to withhold) and, if such
consent is given, only subject to such conditions as the Mortgagee may impose,
to let the Ship:

       

      
        	
              	
                (a)

              	
                on
      demise charter for any period;

              


      

       

      
        	
              	
                (b)

              	
                by
      any time or consecutive voyage charter for a term which exceeds or which
      by virtue of any optional extensions therein contained might exceed twelve
      (12) months' duration;

              


      

       

      
        	
              	
                (c)

              	
                on
      terms whereby more than two (2) months' hire (or the equivalent) is
      payable in advance; or

              


      

       

      
        	
              	
                (d)

              	
                below
      the market rate prevailing at the time when the Ship is fixed or other
      than on arms' length terms;

              


      

       

      
        	
                5.1.16

              	
                Sharing
      of Earnings

              


      

       

      not
without the prior written consent of the Mortgagee (and then only subject to
such conditions as the Mortgagee may impose) to enter into any agreement or
arrangement whereby the Earnings may be shared with any other
person;

       

      
        	
                5.1.17

              	
                Payment
      of Earnings

              


      

       

      to
procure that the Earnings are paid to the Operating Account for the Ship at all
times unless and until the Mortgagee shall have directed to the contrary
pursuant to clause 2.1.1 of the General Assignment and that any Earnings which
are so payable and which are in the hands of the Owner's brokers or agents are
duly accounted for and paid over to the Mortgagee forthwith on
demand;

       

      
        	
                5.1.18

              	
                Repairers'
      liens

              


      

       

      not
without the prior written consent of the Mortgagee to put the Ship into the
possession of any person for the purpose of work being done upon her in an
amount exceeding or likely to exceed the Casualty Amount unless such person
shall first have given to the Mortgagee in terms satisfactory to it, a written
undertaking not to exercise any lien on the Ship or her Earnings for the cost of
such work or otherwise;

       

      
        	
                5.1.19

              	
                Manager

              


      

       

      not
without the prior written consent of the Mortgagee to appoint a manager of the
Ship other than the Manager, or terminate or amend the terms of the relevant
Management Agreement;

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      
        	
                5.1.20

              	
                Compliance
      with Marshall Islands law

              


      

       

      to cause
this Mortgage to be recorded as prescribed by Chapter 3 of the Maritime Act 1990
of the Republic of the Marshall Islands as amended and otherwise to comply with
and satisfy all the requirements and formalities established by the said
Maritime Act 1990 and any other pertinent legislation of the Republic of the
Marshall Islands to perfect this Mortgage as a valid and enforceable first and
preferred lien upon the Ship and to furnish to the Mortgagee from time to time
such proofs as the Mortgagee may reasonably request for its satisfaction with
respect to the Owner's compliance with the provisions of this
sub-clause;

       

      
        	
                5.1.21

              	
                Notice
      of Mortgage

              


      

       

      to place
and at all times and places use due diligence to retain a properly certified
copy of this Mortgage (which shall form part of the ships documents) on board
the Ship with her papers and cause such certified copy of this Mortgage to be
exhibited to any and all persons having business with the Ship which might
create or imply any commitment or encumbrance whatsoever or in respect of the
Ship (other than a lien for crew's wages and salvage) and to any representative
of the Mortgagee and to place and keep prominently displayed in the chart room
and in the Master's cabin of the Ship a framed printed notice in plain type
reading as follows:

       

      “NOTICE
OF MORTGAGE

       

      This
Vessel is covered by a First Preferred Mortgage to CREDIT SUISSE of St.
Alban-Graben 1-3, 4002 Basel, Switzerland under authority of Chapter 3 of the
Maritime Act 1990 of the Republic of the Marshall Islands as
amended.  Under the terms of the said Mortgage neither the Owner nor
any charterer nor the Master of this Vessel nor any other person has any right,
power or authority to create, incur or permit to be imposed upon this Vessel any
lien whatsoever other than for crew's wages and salvage”;

       

      
        	
                5.1.22

              	
                Conveyance
      on default

              


      

       

      where the
Ship is (or is to be) sold in exercise of any power contained in this Mortgage,
to execute, forthwith upon request by the Mortgagee, such form of conveyance of
the Ship as the Mortgagee may require;

       

      
        	
                5.1.23

              	
                Anti-drug
      abuse

              


      

       

      without
prejudice to clause 5.1.9, to take all necessary and proper precautions to
prevent any infringements of the Anti-Drug Abuse Act of 1986 of the United
States of America or any similar legislation applicable to the Ship in any
jurisdiction in or to which the Ship shall be employed or located or trade or
which may otherwise be applicable to the Ship and/or the Owner and, if the
Mortgagee shall so require, to enter into a “Carrier Initiative Agreement” with
the United States Customs and Border Protection and to procure that such
agreement (or any similar agreement hereafter introduced by any Government
Entity of the United States of America) is maintained in full force and effect
and performed by the Owner; and

       

      
        	
                5.1.24

              	
                Compliance
      with environmental laws

              


      

       

      to comply
with, and use all reasonable and proper endeavours to procure that all
Environmental Affiliates of the Owner comply with, all Environmental Laws in
relation to the Ship including, without limitation, requirements relating to
manning, submission of oil spill response plans, designation of qualified
individuals and establishing financial responsibility and to obtain and comply
with, and procure that all Environmental Affiliates of the Owner obtain and
comply with, all Environmental Approvals in relation to the Ship.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
        	
                6

              	
                Powers
      of Mortgagee to protect security and remedy
  defaults

              


      

       

      
        	
                6.1

              	
                Protective
      action

              


      

       

      The
Mortgagee shall, without prejudice to its other rights, powers and remedies, be
entitled (but not bound) at any time, and as often as may be necessary, to take
any such action as it may in its discretion think fit for the purpose of
protecting or maintaining the security created by this Mortgage and all Expenses
attributable thereto shall be payable by the Owner on demand.

       

      
        	
                6.2

              	
                Remedy
      of defaults

              


      

       

      Without
prejudice to the generality of the provisions of clause 6.1:

       

      
        	
                6.2.1

              	
                if
      the Owner fails to comply with any of the provisions of clause 5.1.1
      the Mortgagee shall be entitled (but not bound) to effect and thereafter
      to maintain all such insurances upon the Ship as in its discretion it may
      think fit in order to procure the compliance with such provisions or
      alternatively, to require the Ship (at the Owner's risk) to remain in, or
      to proceed to and remain in, a port designated by the Mortgagee until such
      provisions are fully complied with;

              


      

       

      
        	
                6.2.2

              	
                if
      the Owner fails to comply with any of the provisions of
      clauses 5.1.3, 5.1.5 or 5.1.6, the Mortgagee shall be entitled (but
      not bound) to arrange for the carrying out of such repairs, changes or
      surveys as it may deem expedient or necessary in order to procure the
      compliance with such provisions;
and

              


      

       

      
        	
                6.2.3

              	
                if
      the Owner fails to comply with any of the provisions of clause 5.1.8
      the Mortgagee shall be entitled (but not bound) to pay and discharge all
      such debts, damages, liabilities and outgoings as are therein mentioned
      and/or to take any such measures as it may deem expedient or necessary for
      the purpose of securing the release of the Ship in order to procure the
      compliance with such provisions,

              


      

       

      and the
Expenses attributable to the exercise by the Mortgagee of any such powers shall
be payable by the Owner to the Mortgagee on demand.

       

      
        	
                7

              	
                Powers
      of Mortgagee on Event of Default

              


      

       

      
        	
                7.1

              	
                Powers

              


      

       

      Upon the
happening of any Event of Default, the Mortgagee shall become forthwith entitled
to demand in accordance with the provisions of the Corporate Guarantee the
payment of the Outstanding Indebtedness immediately whereupon the Outstanding
Indebtedness shall become so due and payable and (whether or not the Mortgagee
shall have made any such demand) the Mortgagee shall become forthwith entitled
as and when it may see fit, to put into force and exercise all or any of the
rights, powers and remedies possessed by it as mortgagee of the Ship or
otherwise (whether at law, by virtue of this Mortgage or otherwise) and in
particular (without limiting the generality of the foregoing):

       

      
        	
                7.1.1

              	
                to
      exercise all the rights and remedies in foreclosure and otherwise given to
      mortgagees by the provisions of Chapter 3 of the Maritime Act 1990 of the
      Republic of the Marshall Islands as amended and all applicable laws of any
      other jurisdiction;

              


      

       

      
        	
                7.1.2

              	
                to
      take possession of the Ship;

              


      

       

      
        	
                7.1.3

              	
                to
      require that all policies, contracts, certificates of entry and other
      records relating to the Insurances (including details of and
      correspondence concerning outstanding claims) be delivered forthwith to
      such adjusters and/or brokers and/or other insurers as the Mortgagee may
      nominate;

              


      

       

      
        	
                7.1.4

              	
                to
      collect, recover, compromise and give a good discharge for, all claims
      then outstanding or thereafter arising under the Insurances or any of them
      or in respect of the Ship, her Earnings or Requisition Compensation or any
      part thereof, and to take over or institute (if necessary using the name
      of the Owner) all such proceedings in connection therewith as the
      Mortgagee in its absolute discretion thinks fit, and, in the case of the
      Insurances, to permit any brokers through whom collection or recovery is
      effected to charge the usual brokerage
therefor;

              


      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      
        	
                7.1.5

              	
                to
      discharge, compound, release or compromise claims in respect of the Ship,
      her Earnings, Insurances or Requisition Compensation or any part thereof
      which have given or may give rise to any charge or lien or other claim on
      the Ship, her Earnings, Insurances or Requisition Compensation or any part
      thereof or which are or may be enforceable by proceedings against the
      Ship, her Earnings, Insurances or Requisition Compensation or any part
      thereof;

              


      

       

      
        	
                7.1.6

              	
                to
      sell the Ship or any share or interest therein with or without prior
      notice to the Owner, and with or without the benefit of any charterparty,
      and free from any claim by the Owner (whether in admiralty, in equity, at
      law or by statute) by public auction or private contract, at such place
      and upon such terms as the Mortgagee in its absolute discretion may
      determine, with power to postpone any such sale, and without being
      answerable for any loss occasioned by such sale or resulting from
      postponement thereof and with power, where the Mortgagee purchases the
      Ship, to make payment of the sale price by making an equivalent reduction
      in the amount of the Outstanding Indebtedness in the manner referred to in
      clause 8.1;

              


      

       

      
        	
                7.1.7

              	
                to
      manage, insure, maintain and repair the Ship, and to employ, sail or lay
      up the Ship in such manner and for such period as the Mortgagee, in its
      absolute discretion, deems expedient accounting only for net profits
      arising from any such employment;
and

              


      

       

      
        	
                7.1.8

              	
                to
      recover from the Owner on demand all Expenses incurred or paid by the
      Mortgagee in connection with the exercise of the powers (or any of them)
      referred to in this
clause 7.1.

              


      

       

      
        	
                7.2

              	
                Dealings
      with Mortgagee

              


      

       

      Upon any
sale of the Ship or any share or interest therein by the Mortgagee pursuant to
clause 7.1.6 or pursuant to clause 11.1, the purchaser shall not be
bound to see or enquire whether the Mortgagee's power of sale has arisen in the
manner provided in this Mortgage or whether the Mortgagee has made a demand for
payment under the provisions of the Corporate Guarantee and the sale shall be
deemed to be within the power of the Mortgagee and the receipt of the Mortgagee
for the purchase money shall effectively discharge the purchaser who shall not
be concerned with the manner of application of the proceeds of sale or be in any
way answerable therefor and the sale shall operate to divest the Owner of all
rights, title and interest of any nature whatsoever in the Ship and to bar any
such interest of the Owner, and all persons claiming through or under the
Owner.

       

      
        	
                8

              	
                Application
      of moneys

              


      

       

      
        	
                8.1

              	
                Application

              


      

       

      All
moneys received by the Mortgagee in respect of sale of the Ship or any share or
interest therein or in respect of the employment of the Ship pursuant to the
provisions of clause 7.1.7 (or otherwise pursuant to the provisions of this
Mortgage) and all moneys received and retained by the Mortgagee in respect of
the Insurances pursuant to this Mortgage shall be held by it upon trust in the
first place to pay or make good the Expenses and the balance shall be applied in
the manner specified in clause 2.10 of the Corporate
Guarantee.

       

      
        	
                8.2

              	
                Shortfall

              


      

       

      In the
event that the balance referred to in clause 8.1 is insufficient to pay in
full the whole of the Outstanding Indebtedness, the Mortgagee shall be entitled
to collect the shortfall from the Owner or any other person liable
therefor.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      
        	
                9

              	
                Remedies
      cumulative and other provisions

              


      

       

      
        	
                9.1

              	
                No
      implied waivers; remedies
cumulative

              


      

       

      No
failure or delay on the part of the Mortgagee to exercise any right, power or
remedy vested in it under the Corporate Guarantee or this Mortgage shall operate
as a waiver thereof, nor shall any single or partial exercise by the Mortgagee
of any right, power or remedy nor the discontinuance, abandonment or adverse
determination of any proceedings taken by the Mortgagee to enforce any right,
power or remedy preclude any other or further exercise thereof or proceedings to
enforce the same or the exercise of any other right, power or remedy, nor shall
the giving by the Mortgagee of any consent to any act which by the terms of this
Mortgage requires such consent prejudice the right of the Mortgagee to give or
withhold consent to the doing of any other similar act.  The remedies
provided in the Corporate Guarantee and this Mortgage are cumulative and are not
exclusive of any remedies provided by law.

       

      
        	
                9.2

              	
                Preferred
      status

              


      

       

      Anything
herein to the contrary notwithstanding, it is intended that nothing herein shall
waive the preferred status of this Mortgage and that, if any provision or
portion hereof shall be construed to waive the preferred status of this
Mortgage, then such provision or portion to such extent shall be void and of no
effect.

       

      
        	
                9.3

              	
                Delegation

              


      

       

      The
Mortgagee shall be entitled, at any time and as often as may be expedient, to
delegate all or any of the powers and discretions vested in it by the Corporate
Guarantee or this Mortgage (including the power vested in it by virtue of
clause 11) in such manner, upon such terms, and to such persons as the
Mortgagee in its absolute discretion may think fit.

       

      
        	
                9.4

              	
                Incidental
      powers

              


      

       

      The
Mortgagee shall be entitled to do all acts and things incidental or conducive to
the exercise of any of the rights, powers or remedies possessed by it as
mortgagee of the Ship (whether at law, under this Mortgage or otherwise) and in
particular (but without prejudice to the generality of the foregoing), upon
becoming entitled to exercise any of its powers under clause 7.1, the
Mortgagee shall be entitled to discharge any cargo on board the Ship (whether
the same shall belong to the Owner or any other person) and to enter into such
other arrangements respecting the Ship, her insurances, management, maintenance,
repair, classification and employment in all respects as if the Mortgagee was
the owner of the Ship, but without being responsible for any loss incurred as a
result of the Mortgagee doing or omitting to do any such acts or things as
aforesaid.

       

      
        	
                10

              	
                Costs
      and indemnity

              


      

       

      
        	
                10.1

              	
                Costs

              


      

       

      The Owner
shall pay to the Mortgagee on demand on a full indemnity basis all expenses or
liabilities of whatsoever nature (including legal fees, fees of insurance
advisers, printing, out-of-pocket expenses, stamp duties, registration fees and
other duties or charges) together with any value added tax or similar tax
payable in respect thereof, incurred by the Mortgagee in connection with the
exercise or enforcement of, or preservation of any rights under, the Corporate
Guarantee or this Mortgage or otherwise in respect of the Outstanding
Indebtedness and the security therefor, or in connection with the preparation,
completion, execution or registration of the Corporate Guarantee or this
Mortgage.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      
        	
                10.2

              	
                Mortgagee's
      indemnity

              


      

       

      The Owner
hereby agrees and undertakes to indemnify the Mortgagee against all losses,
actions, claims, expenses, demands, obligations and liabilities whatever and
whenever arising which may now or hereafter be incurred by the Mortgagee or by
any manager, agent, officer or employee for whose liability, act or omission the
Mortgagee may be answerable in respect of, in relation to, or in connection with
anything done or omitted in the exercise or purported exercise of the powers
contained in this Mortgage or otherwise in connection with such powers or with
this Mortgage or with the Ship, its Earnings, Requisition Compensation and
Insurances or otherwise howsoever in relation to, or in connection with, any of
the matters dealt with in the Corporate Guarantee or this Mortgage.

       

      
        	
                11

              	
                Attorney

              


      

       

      
        	
                11.1

              	
                Power

              


      

       

      By way of
security, the Owner hereby irrevocably appoints the Mortgagee to be its attorney
generally for and in the name and on behalf of the Owner, and as the act and
deed or otherwise of the Owner to execute, seal and deliver and otherwise
perfect and do all such deeds, assurances, agreements, instruments, acts and
things which may be required for the full exercise of all or any of the rights,
powers or remedies conferred by the Corporate Guarantee, this Mortgage or any of
the other Security Documents, or which may be deemed proper in or in connection
with all or any of the purposes aforesaid (including, without prejudice to the
generality of the foregoing, the execution and delivery of a bill of sale of the
Ship).  The power of attorney hereby conferred shall be a general
power of attorney and the Owner ratifies and confirms, and agrees to ratify and
confirm, any deed, assurance, agreement, instrument, act or thing which the
Mortgagee may execute or do pursuant thereto.  Provided however that
such power shall not be exercisable by or on behalf of the Mortgagee until the
happening of an Event of Default.

       

      
        	
                11.2

              	
                Dealings
      with attorney

              


      

       

      The
exercise of such power by or on behalf of the Mortgagee shall not put any person
dealing with the Mortgagee upon any enquiry as to whether any Event of Default
has happened, nor shall such person be in any way affected by notice that no
such Event of Default has happened, and the exercise by the Mortgagee of such
power shall be conclusive evidence of the Mortgagee's right to exercise the
same.

       

      
        	
                11.3

              	
                Filings

              


      

       

      The Owner
hereby irrevocably appoints the Mortgagee to be its attorney in its name and on
its behalf and as its act and deed or otherwise of it to agree the form of and
to execute and do all deeds, instruments, acts and things in order to file,
record, register or enrol this Mortgage in any court, public office or elsewhere
which the Mortgagee may in its discretion consider necessary or advisable, now
or in the future, to ensure the legality, validity, enforceability or
admissibility in evidence thereof.

       

      
        	
                12

              	
                Further
      assurance

              


      

       

      The Owner
hereby further undertakes at its own expense from time to time to execute, sign,
perfect, do and (if required) register every such further assurance, document,
act or thing as in the opinion of the Mortgagee may be necessary or desirable
for the purpose of more effectually mortgaging and charging the Ship or
perfecting the security constituted or intended to be constituted by this
Mortgage or contemplated by the Corporate Guarantee.

       

      
        	
                13

              	
                Total
      amount and maturity

              


      

       

      For the
purpose of recording this First Preferred Mortgage as required by Chapter 3 of
the Maritime Act 1990 of the Republic of the Marshall Islands as amended the
maximum amount is One hundred and forty four million Dollars ($144,000,000) (of
which One hundred and twenty million Dollars ($120,000,000) represents the Loan
and Twenty four million Dollars ($24,000,000) represents the Swap Obligations)
and interest and performance of mortgage covenants.  The date of
maturity is [·]
November 2015 and the discharge amount is the same as the total
amount.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      
        	
                14

              	
                Law,
      jurisdiction and other provisions

              


      

       

      
        	
                14.1

              	
                Law

              


      

       

      This
Mortgage shall be construed and enforceable in accordance with the laws of the
Republic of the Marshall Islands.

       

      
        	
                14.2

              	
                Submission
      to jurisdiction

              


      

       

      For the
benefit of the Mortgagee, the Owner irrevocably agrees, that any legal action or
proceedings in connection with this Mortgage may be brought in the English
courts, or in the courts of any other country chosen by the Mortgagee, each of
which shall have jurisdiction to settle any disputes arising out of, or in
connection with, this Mortgage.  The Owner irrevocably and
unconditionally submits to the jurisdiction of the English courts and the courts
of any country chosen by the Mortgagee and irrevocably designates, appoints and
empowers Saville & Co. at present of One Carey Lane, London EC2V 8AE,
England to receive, for it and on its behalf, service of process issued out of
the English courts in any legal action or proceedings arising out of or in
connection with this Mortgage.  The submission to such jurisdiction
shall not (and shall not be construed so as to) limit the right of the Mortgagee
to take proceedings against the Owner or the Ship in any other court of
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.

       

      
        	
                15

              	
                Other
      provisions

              


      

       

      
        	
                15.1

              	
                Severability

              


      

       

      If any
provision in the Corporate Guarantee, the Loan Agreement, the Master Swap
Agreement, this Mortgage or any of the other Security Documents be or becomes
invalid or unenforceable under any applicable law the provisions hereof shall in
all other respects remain in full force and effect and the provision in question
shall be ineffective to the extent (but only to the extent) of its disconformity
with the requirement of the applicable law and if it is competent to the parties
to waive any requirements which would otherwise operate as aforesaid those
requirements are hereby waived to the extent permitted by such law to the end
that the Corporate Guarantee, the Loan Agreement, the Master Swap Agreement,
this Mortgage and each of the other Security Documents shall be valid, binding
and enforceable in accordance with their respective terms.

       

      
        	
                15.2

              	
                Counterparts

              


      

       

      This
Mortgage may be executed in any number of counterparts each of which shall be an
original but such counterparts shall together constitute one and the same
instrument.

       

      
        	
                16

              	
                Notices

              


      

       

      
        	
                16.1

              	
                Every
      notice, request, demand or other communication under this Mortgage
      shall:

              


      

       

      
        	
                16.1.1

              	
                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;

              


      

       

      
        	
                16.1.2

              	
                be
      deemed to have been received in the case of a letter, when delivered
      personally or three (3) 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

              


      

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      
        	
                16.1.3

              	
                be
      sent:

              


      

       

      
        	
              	
                (a)

              	
                if
      to the Owner at:

              


      

       

      c/o
Globus Maritime Limited

      128
Vouliagmenis Avenue

      166 74
Glyfada

      Athens

      Greece

       

      Fax
no:                 +30
210 960 3802

      Attention:             Mr
George Karageorgiou

       

      
        	
              	
                (b)

              	
                if
      to the Mortgagee at:

              


      

       

      Credit
Suisse

      St.
Alban-Graben 1-3

      P.O. Box
CH 4002

      Basel

      Switzerland

       

      Fax:                        +41
612 667 939

      Attention:              Ms
Lydia Lampadaridou

       

      or to
such other address and/or numbers as is notified by one party to the other party
under this Mortgage.

       

      IN WITNESS whereof the Owner
has executed this Mortgage the day and year first above written.

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      Schedule 1

       

      The
Loan Agreement

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      Schedule 2

       

      The
Master Swap Agreement

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      Schedule 3

       

      The
Corporate Guarantee

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      [ELEANOR
MARITIME LIMITED] [DEVOCEAN MARITIME LTD.] [ELYSIUM MARITIME
LIMITED]

      


      
        
          
            
              	
                      By

                    	 
      
	 
      	
                      Name
      :

                    
	 
      	
                      Title  
      :

                    


            

          

        

      

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      Acknowledgement
of Mortgage

       

      PIRAEUS                                                                          
                     )

                
) S.S

      PREFECTURE
OF ATTICA, REPUBLIC OF
GREECE                    
)

       

      On this
[·] day of [·] 2007 before me personally
appeared                            
to me known who being by me duly sworn did depose and say that he resides
at                                                   
that he is an attorney-in-fact of [ELEANOR MARITIME LIMITED] [DEVOCEAN
MARITIME LTD.] [ELYSIUM MARITIME LIMITED] the corporation described in
and which executed the foregoing instrument; and that he signed his name thereto
by order of the Board of Directors of said Corporation.

       

      
        
          
            	 
      
	
                    Special
      Agent of the Republic of Marshall
Islands

                  


          

        

      

      


      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

    

     

    Schedule
7

     

    Form
of General Assignment

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Private
& Confidential

     

    Dated
[·] 2007

    
      
        

      

       

      
        
          
            
              
                	 
      	
                        [ELEANOR
      MARITIME LIMITED]

                      	 
      	 
      
	 
      	
                        [DEVOCEAN
      MARITIME LTD.]

                      	 
      	 
      
	 
      	
                        [ELYSIUM
      MARITIME LIMITED]

                      	
                        (1)

                      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                        and

                      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                        CREDIT
      SUISSE

                      	
                        (2)

                      	 
      
	 
      	 
      	 
      	 
      


              

            

          

        

      

      
         

        
          
            

          

        

      

    

     

    GENERAL
ASSIGNMENT

    relating
to m.v. [Island Globe] [River
Globe] [Tiara

    Globe]

     

      
        

      

    

    


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Contents

    


    
      
        
          
            
              
                
                  
                    	
                            Clause

                          	 
      	
                            Page

                          
	 
      	 
      	 
      	 
      	 
      
	
                            1

                          	 
      	
                            Definitions

                          	 
      	
                            1

                          
	 
      	 
      	 
      	 
      	 
      
	
                            2

                          	 
      	
                            Assignment
      and application of funds

                          	 
      	
                            4

                          
	 
      	 
      	 
      	 
      	 
      
	
                            3

                          	 
      	
                            Continuing
      security and other matters

                          	 
      	
                            6

                          
	 
      	 
      	 
      	 
      	 
      
	
                            4

                          	 
      	
                            Powers
      of Mortgagee to protect security and remedy defaults

                          	 
      	
                            7

                          
	 
      	 
      	 
      	 
      	 
      
	
                            5

                          	 
      	
                            Powers
      of Mortgagee on Event of Default

                          	 
      	
                            7

                          
	 
      	 
      	 
      	 
      	 
      
	
                            6

                          	 
      	
                            Attorney

                          	 
      	
                            8

                          
	 
      	 
      	 
      	 
      	 
      
	
                            7

                          	 
      	
                            Further
      assurance

                          	 
      	
                            8

                          
	 
      	 
      	 
      	 
      	 
      
	
                            8

                          	 
      	
                            Costs
      and indemnities

                          	 
      	
                            8

                          
	 
      	 
      	 
      	 
      	 
      
	
                            9

                          	 
      	
                            Remedies
      cumulative and other provisions

                          	 
      	
                            9

                          
	 
      	 
      	 
      	 
      	 
      
	
                            10

                          	 
      	
                            Notices

                          	 
      	
                            9

                          
	 
      	 
      	 
      	 
      	 
      
	
                            11

                          	 
      	
                            Counterparts

                          	 
      	
                            10

                          
	 
      	 
      	 
      	 
      	 
      
	
                            12

                          	 
      	
                            Law
      and jurisdiction

                          	 
      	
                            10

                          
	 
      	 
      	 
      	 
      	 
      
	
                            Schedule
      1 Forms of Loss Payable Clauses

                          	 
      	
                            11

                          
	 
      	 
      	 
      
	
                            Schedule 2 Form of Notice of
      Assignment of Insurances   

                          	
                              

                          	
                            12

                          


                  

                

              

            

          

        

      

    

    



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    THIS DEED OF ASSIGNMENT is
dated [·] 2007 and
made BETWEEN:

     

    
      	
              (1)

            	
              [ELEANOR MARITIME LIMITED]
      [DEVOCEAN MARITIME LTD.] [ELYSIUM MARITIME LIMITED] a company
      incorporated in the Marshall Islands whose registered office is at Trust
      Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
      MH96960 (the “Owner”);
    and

            


    

     

    
      	
              (2)

            	
              CREDIT SUISSE of St. Alban-Graben
      1-3, 4002 Basel, Switzerland (the “Mortgagee”).

            


    

     

    WHEREAS:

     

    
      	
              (A)

            	
              by
      a facility agreement (the “Loan Agreement”) dated
      [·] 2007 and
      made between (i) Globus Maritime Limited (therein and herein referred to
      as the “Borrower”)
      as borrower and (ii) the Mortgagee as lender (therein referred to as the
      “Bank”), the
      Mortgagee agreed (inter alia) to make available to the Borrower, upon the
      terms and conditions therein contained, a reducing revolving credit
      facility of up to $120,000,000;

            


    

     

    
      	
              (B)

            	
              pursuant
      to the said Loan Agreement, the Mortgagee as of the date hereof has
      advanced or has agreed to advance to the Borrower (and the Borrower is
      indebted to the Mortgagee in) a total principal amount of up to
      $120,000,000 which (together with interest (as provided in clause 3.1
      of the said Loan Agreement) thereon and fees) is to be repaid and paid, as
      the case may be, as provided in the Loan
  Agreement;

            


    

     

    
      	
              (C)

            	
              by
      a 2002 ISDA Master Swap Agreement (including its Schedule) dated as of
      [·] 2007 (the
      “Master Swap
      Agreement”) and made between the Borrower and the Mortgagee, the
      Mortgagee agreed the terms and conditions upon which it would enter into
      (inter alia) derivative transactions with the Borrower, whether in respect
      of the Loan (whether in whole or in part, as the case may be, from time to
      time) or for any other purpose
whatsoever;

            


    

     

    
      	
              (D)

            	
              by
      a corporate guarantee (the “Corporate Guarantee”)
      dated [·] 2007
      and executed by the Owner (therein referred to as the “Guarantor”) in favour of
      the Mortgagee, the Owner (inter alia) guaranteed the payment of any moneys
      owing by the Borrower to the Mortgagee under the Loan Agreement, the
      Master Swap Agreement and the other Security
  Documents;

            


    

     

    
      	
              (E)

            	
              pursuant
      to the Loan Agreement there has been or will be executed by the Owner in
      favour of the Mortgagee a first preferred ship mortgage (the “Mortgage”) on the vessel
      m.v. [Island Globe]
      [River Globe] [Tiara Globe] documented in the name of the Owner
      under the laws and flag of the Republic of the Marshall Islands under
      Official Number [2861] [·] [·] (the “Ship”) and the Mortgage
      of even date herewith has been or will be registered under the provisions
      of Chapter 3 of the Maritime Act 1990 of the Republic of the Marshall
      Islands as security for the payment by the Owner of the Outstanding
      Indebtedness (as that expression is defined in the Mortgage);
      and

            


    

     

    
      	
              (F)

            	
              this
      Deed is supplemental to the Corporate Guarantee and the Mortgage and to
      the security thereby created and is the “General Assignment” in respect of
      the Ship referred to in the Loan Agreement but shall nonetheless continue
      in full force and effect notwithstanding any discharge of the
      Mortgage.

            


    

     

    NOW THIS DEED WITNESSETH AND IT IS
HEREBY AGREED as follows:

     

    
      
        	
                1

              	
                Definitions

              


      

    

     

    
      	
              1.1

            	
              Defined
      expressions

            


    

     

    Words and
expressions defined in the Loan Agreement and/or the Corporate Guarantee and/or
the Mortgage shall, unless otherwise defined in this Deed, or the context
otherwise requires, have the same meanings when used in this
Deed.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    
      	
              1.2

            	
              Definitions

            


    

     

    In this
Deed, unless the context otherwise requires:

     

    “Assigned Property”
means:

     

    
      	
               
      

            	
              (a)

            	
              the
      Earnings;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Insurances; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      Requisition Compensation;

            


    

     

    “Casualty Amount” means Two
hundred and fifty thousand Dollars ($250,000) (or the equivalent in any other
currency);

     

    “Collateral Instruments” means
notes, bills of exchange, certificates of deposit and other negotiable and
non-negotiable instruments, guarantees, indemnities and other assurances against
financial loss and any other documents or instruments which contain or evidence
an obligation (with or without security) to pay, discharge or be responsible
directly or indirectly for, any indebtedness or liabilities of the Owner or any
other person liable and includes any documents or instruments creating or
evidencing a mortgage, charge (whether fixed or floating), pledge, lien,
hypothecation, assignment, trust arrangement or security interest of any
kind;

     

    “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;

     

    “Earnings” means all moneys
whatsoever from time to time due or payable to the Owner during the Security
Period arising out of the use or operation of the Ship including (but without
limiting the generality of the foregoing) all freight, hire and passage moneys,
income arising under pooling arrangements, compensation payable to the Owner in
event of requisition of the Ship for hire, remuneration for salvage and towage
services, demurrage and detention moneys, and damages for breach (or payments
for variation or termination) or any charterparty or other contract for the
employment of the Ship;

     

    “Event of Default” means any of
the events or circumstances described in clause 10 of the Loan
Agreement;

     

    “Expenses” means the aggregate
at any relevant time (to the extent that the same have not been received or
recovered by the Mortgagee) of:

     

    
      	
               
      

            	
              (a)

            	
              all
      losses, liabilities, costs, charges, expenses, damages and outgoings of
      whatever nature (including without limitation Taxes, repair costs,
      registration fees and insurance premiums) suffered, incurred or paid by
      the Mortgagee in connection with the exercise of the powers referred to in
      or granted by the Corporate Guarantee, the Mortgage, this Deed or any
      other of the Security Documents or otherwise payable by the Owner in
      accordance with clause 10 of the Mortgage or clause 8;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              interest
      on all such losses, liabilities, costs, charges, expenses, damages and
      outgoings from the date on which the same were suffered, incurred or paid
      by the Mortgagee until the date of receipt or recovery thereof (whether
      before or after judgment) at a rate per annum calculated in accordance
      with clause 2.5 of the Corporate Guarantee (as conclusively certified by
      the Mortgagee);

            


    

     

    “Guaranteed Liabilities” shall
have the meaning ascribed thereto in the Corporate Guarantee;

     

    “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;


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    “Insurances” means all policies
and contracts of insurance (which expression includes all entries of the Ship in
a protection and indemnity or war risks association) which are from time to time
during the Security Period in place or taken out or entered into by or for the
benefit of the Owner (whether in the sole name of the Owner, or in the joint
names of the Owner and the Mortgagee or otherwise) in respect of the Ship and
her Earnings or otherwise howsoever in connection with the Ship and all benefits
thereof (including claims of whatsoever nature and return of
premiums);

     

    “Loss Payable Clauses” means
the provisions regulating the manner of payment of sums receivable under the
Insurances which are to be incorporated in the relevant insurance documents,
such provisions to be in the forms set out in schedule 1 or in such other
form as may from time to time be required or agreed in writing by the
Mortgagee;

     

    “Master Swap Agreement” means
the agreement referred to in recital (C) hereto;

     

    “Master Swap Agreement
Liabilities” means, at any relevant time, all liabilities, actual or
contingent, present or future, owing by the Borrower to the Mortgagee under the
Master Swap Agreement;

     

    “Mortgagee” includes the
successors in title and the Assignees and/or Transferees of the
Mortgagee;

     

    “Notice of Assignment of Insurances” means a notice
of assignment in the form set out in schedule 2 or in such other form as
may from time to time be required or agreed in writing by the
Mortgagee;

     

    “Outstanding Indebtedness”
means the aggregate of the Guaranteed Liabilities and interest accrued and
accruing thereon, the Expenses, the Master Swap Agreement Liabilities and all
other sums of money from time to time owing to the Mortgagee, whether actually
or contingently, under the Corporate Guarantee, the other Security Documents or
any of them;

     

    “Owner” includes the successors
in title of the Owner;

     

    “Requisition Compensation”
means all moneys or other compensation from time to time payable during the
Security Period by reason of the Compulsory Acquisition of the
Ship;

     

    “Security Documents” means the
Corporate Guarantee, the Loan Agreement, the Master Swap Agreement, the
Mortgage, this Deed and any such other document as may have been or may
hereafter be executed to guarantee and/or secure all or any part of the
Guaranteed Liabilities, interest thereon and other moneys from time to time
owing by the Owner pursuant to the Corporate Guarantee and/or by any other
Security Party pursuant to the other Security Documents or any of them (whether
or not any such document also secures moneys from time to time owing pursuant to
any other document or agreement); and

     

    “Security Period” means the
period commencing on the date hereof and terminating upon discharge of the
security created by the Security Documents by payment of all moneys payable
thereunder.

     

    
      	
              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 Deed.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
              1.4

            	
              Construction
      of certain terms

            


    

     

    In this
Deed, 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 Deed and references to this
      Deed include its schedules;

              


      

    

     

    
      
        	
                1.4.2

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

              


      

    

     

    
      
        	
                1.4.3

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

              


      

    

     

    
      
        	
                1.4.4

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

              


      

    

     

    
      
        	
                1.4.5

              	
                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; and

              


      

    

     

    
      
        	
                1.4.6

              	
                references
      to statutory provisions shall be construed as references to those
      provisions as replaced or amended or re-enacted from time to
      time.

              


      

    

     

    
      	
              1.5

            	
              Conflict
      with Loan Agreement and Corporate
Guarantee

            


    

     

    This Deed
shall be read together with the Loan Agreement and the Corporate Guarantee but
in case of any conflict between this Deed and either of the said instruments,
the provisions of the Corporate Guarantee shall prevail.

     

    
      
        	
                2

              	
                Assignment
      and application of funds

              


      

    

     

    
      	
              2.1

            	
              Assignment

            


    

     

    By way of
security for payment of the Outstanding Indebtedness the Owner with full title
guarantee hereby assigns and agrees to assign to the Mortgagee absolutely all
its rights title and interest in and to the Assigned Property and all its
benefits and interests present and future therein Provided however
that:

     

    
      
        	
                2.1.1

              	
                Earnings

              


      

    

     

    the
Earnings shall be payable to the Operating Account of the Owner until such time
as an Event of Default shall occur and the Mortgagee shall have made a demand
for payment in accordance with the provisions of the Corporate Guarantee
whereupon the Owner shall forthwith, and the Mortgagee may at any time
thereafter, instruct the persons from whom the Earnings are then payable to pay
the same to the Mortgagee or as it may direct and any Earnings then in the hands
of the Owner's brokers or other agents shall be deemed to have been received by
them for the use and on behalf of the Mortgagee;

     

    
      
        	
                2.1.2

              	
                Insurances

              


      

    

     

    unless
and until an Event of Default shall occur and the Mortgagee shall have made a
demand for payment in accordance with the provisions of the Corporate Guarantee
(whereupon all insurance recoveries, other than any moneys payable under any
loss of earnings insurance, shall be receivable by the Mortgagee and applied in
accordance with clause 2.3):


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (a)

            	
              any
      moneys payable under the Insurances, other than any moneys payable under
      any loss of earnings insurance, shall be payable in accordance with the
      terms of the relevant Loss Payable Clause and the Mortgagee will not
      in the meantime give any notification to the contrary to the insurers as
      contemplated by the Loss Payable
Clauses;

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      insurance moneys received by the Mortgagee in respect of any major
      casualty (as specified in the relevant Loss Payable Clause) shall, unless
      prior to receipt or whilst such moneys are in the hands of the Mortgagee
      there shall have occurred an Event of Default and the Mortgagee shall have
      made a demand for payment in accordance with the provisions of the
      Corporate Guarantee (whereupon such insurance monies shall be applied in
      accordance with clause 2.3s), be paid over to the Owner upon the
      Owner furnishing evidence satisfactory to the Mortgagee that all loss and
      damage resulting from such casualty has been properly made good and
      repaired, and that all repair accounts and other liabilities whatsoever in
      connection with the casualty have been fully paid and discharged by the
      Owner, provided however that the insurers with whom the fire and usual
      marine risks insurances are effected may, in the case of a major casualty,
      and with the previous consent in writing of the Mortgagee, make payment on
      account of repairs in the course of being effected;
  and

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      moneys payable under any loss of earnings insurance shall be payable in
      accordance with the terms of the relevant Loss Payable Clause and
      shall be subject to such provisions of this clause 2 as shall apply
      to Earnings and the Mortgagee will not give any notification to the
      insurers as contemplated in such Loss Payable Clause unless and until
      the Mortgagee shall have become entitled under clause 2.1.1 to direct
      that the Earnings be paid to the
Mortgagee.

            


    

     

    
      	
              2.2

            	
              Notice

            


    

     

    The Owner
hereby covenants and undertakes with the Mortgagee that it will from time to
time upon the written request of the Mortgagee give written notice (in such form
as the Mortgagee shall reasonably require) of the assignment herein contained to
the persons from whom any part of the Assigned Property is or may be
due.

     

    
      	
              2.3

            	
              Application

            


    

     

    All
moneys received by the Mortgagee in respect of:

     

    
      
        	
                2.3.1

              	
                recovery under the
      Insurances (other than under any loss of earnings insurance and any such
      sum or sums as may have been received by the Mortgagee in accordance with
      the relevant Loss Payable Clause in respect of a major casualty as
      therein defined and paid over to the Owner as provided in clause 2.1.2(b));
      and

              


      

    

     

    
      
        
          	
                  2.3.2

                	
                  Requisition
      Compensation,

                


        

      

    

     

    shall be
held by it upon trust in the first place to pay or make good the Expenses and
the balance shall be applied by the Mortgagee in the manner specified in clause
2.10 of the Corporate Guarantee.

     

    
      	
              2.4

            	
              Shortfalls

            


    

     

    In the
event that the balance referred to in clause 2.3 is insufficient to pay in
full the whole of the Outstanding Indebtedness, the Mortgagee shall be entitled
to collect the shortfall from the Owner or any other person liable for the time
being therefor.

     

    
      	
              2.5

            	
              Use
      of Owner's name

            


    

     

    The Owner
covenants and undertakes with the Mortgagee to do or permit to be done each and
every act or thing which the Mortgagee may from time to time require to be done
for the purpose of enforcing the Mortgagee's rights under this Deed and to allow
its name to be used as and when required by the Mortgagee for that
purpose.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
              2.6

            	
              Reassignment

            


    

     

    Upon
payment and discharge in full to the satisfaction of the Mortgagee of the
Outstanding Indebtedness, the Mortgagee shall, at the request and cost of the
Owner, re-assign the Earnings, the Insurances and any Requisition Compensation
to the Owner or as it may direct.

     

    
      
        	
                3

              	
                Continuing
      security and other matters

              


      

    

     

    
      	
              3.1

            	
              Continuing
      security

            


    

     

    The
security created by this Deed shall:

     

    
      
        	
                3.1.1

              	
                be
      held by the Mortgagee as a continuing security for the payment of the
      Outstanding Indebtedness and the performance and observance of and
      compliance with all of the covenants, terms and conditions contained in
      the Security Documents, express or implied, and that the security so
      created shall not be satisfied by any intermediate payment or satisfaction
      of any part of the amount hereby and thereby secured (or by any settlement
      of accounts between the Owner or the Borrower or any other person who may
      be liable to the Mortgagee in respect of the Outstanding Indebtedness or
      any part thereof and the
Mortgagee);

              


      

    

     

    
      
        	
                3.1.2

              	
                be
      in addition to, and shall not in any way prejudice or affect, and may be
      enforced by the Mortgagee without prior recourse to, the security created
      by any other of the Security Documents or by any present or future
      Collateral Instruments, right or remedy held by or available to the
      Mortgagee or any right or remedy of the Mortgagee thereunder;
      and

              


      

    

     

    
      
        	
                3.1.3

              	
                not
      be in any way prejudiced or affected by the existence of any of the other
      Security Documents or any such Collateral Instrument, rights or remedies
      or by the same becoming wholly or in part void, voidable or unenforceable
      on any ground whatsoever or by the Mortgagee dealing with, exchanging,
      varying or failing to perfect or enforce any of the same, or giving time
      for payment or performance or indulgence or compounding with any other
      person liable.

              


      

    

     

    
      	
              3.2

            	
              Rights
      additional

            


    

     

    All the
rights, powers and remedies vested in the Mortgagee hereunder shall be in
addition to and not a limitation of any and every other right, power or remedy
vested in the Mortgagee under the Corporate Guarantee, the Loan Agreement, the
Master Swap Agreement, this Deed, the other Security Documents or any Collateral
Instrument or at law and all the rights, powers and remedies so vested in the
Mortgagee may be exercised from time to time and as often as the Mortgagee may
deem expedient.

     

    
      	
              3.3

            	
              No
      enquiry

            


    

     

    The
Mortgagee shall not be obliged to make any enquiry as to the nature or
sufficiency of any payment received by it under the Mortgage and/or this Deed or
to make any claim or take any action to collect any moneys hereby assigned or to
enforce any rights or benefits hereby assigned to the Mortgagee or to which the
Mortgagee may at any time be entitled under the Mortgage and/or this
Deed.

     

    
      	
              3.4

            	
              Obligations
      of Owner and Mortgagee

            


    

     

    The Owner
shall remain liable to perform all the obligations assumed by it in relation to
the  Assigned Property and the Mortgagee shall be under no obligation
of any kind whatsoever in respect thereof or be under any liability whatsoever
in the event of any failure by the Owner to perform its obligations in respect
thereof.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
              3.5

            	
              Discharge
      of Mortgage

            


    

     

    Notwithstanding
that this Deed is expressed to be supplemental to the Mortgage it shall continue
in full force and effect after any discharge of the Mortgage.

     

    
      
        	
                4

              	
                Powers
      of Mortgagee to protect security and remedy
  defaults

              


      

    

     

    
      	
              4.1

            	
              Protective
      action

            


    

     

    The
Mortgagee shall, without prejudice to its other rights, powers and remedies
under any of the Security Documents, be entitled (but not bound) at any time,
and as often as may be necessary, to take any such action as it may in its
discretion think fit for the purpose of protecting or maintaining the security
created by this Deed and the other Security Documents, and all Expenses
attributable thereto shall be payable by the Owner on demand, together with
interest thereon at the rate provided for in clause 2.5 of the Corporate
Guarantee from the date such expense or liability was incurred by the Mortgagee
until the date of actual receipt whether before or after any relevant
judgment.

     

    
      	
              4.2

            	
              Remedy
      of defaults

            


    

     

    Without
prejudice to the generality of the provisions of clause 4.1,
if  the Owner fails to comply with the provisions of clause 5.1.1
of the Mortgage, the Mortgagee shall become forthwith entitled (but not bound)
to effect and thereafter to maintain all such insurances upon the Ship as in its
discretion it may think fit in order to procure the compliance with such
provisions or alternatively, to require the Ship (at the Owner's risk) to remain
in, or to proceed to and remain in, a port designated by the Mortgagee until
such provisions are fully complied with and the Expenses attributable to the
exercise by the Mortgagee of any such powers shall be payable by the Owner on
demand.

     

    
      
        	
                5

              	
                Powers
      of Mortgagee on Event of
Default

              


      

    

     

    
      	
              5.1

            	
              Powers

            


    

     

    At any
time after the occurrence of an Event of Default and the making of a demand for
payment under the provisions of the Corporate Guarantee, the Mortgagee shall
forthwith become entitled (but not bound) as and when it may see fit, to
exercise in relation to the Assigned Property or any part thereof all or any of
the rights, powers and remedies possessed by it as assignee and/or chargee of
the Assigned Property (whether at law, by virtue of this deed or otherwise) and
in particular (without limiting the generality of the foregoing):

     

    
      
        	
                5.1.1

              	
                to
      require that all policies, contracts, certificates of entry and other
      records relating to the Insurances (including details of and
      correspondence concerning outstanding claims) be delivered forthwith to
      such adjusters and/or brokers and/or other insurers as the Mortgagee may
      nominate;

              


      

    

     

    
      
        	
                5.1.2

              	
                to
      collect, recover, compromise and give a good discharge for,  all
      claims then outstanding or thereafter arising under the Insurances or any
      of them or in respect of the Earnings or Requisition Compensation or any
      part thereof, and to take over or institute (if necessary using the name
      of the Owner) all such proceedings in connection therewith as the
      Mortgagee in its absolute discretion thinks fit, and, in the case of the
      Insurances, to permit any brokers through whom collection or recovery is
      effected to charge the usual brokerage
therefor;

              


      

    

     

    
      
        	
                5.1.3

              	
                to
      discharge, compound, release or compromise claims in respect of the Ship,
      its Earnings, Insurances or Requisition Compensation or any part thereof
      which have given or may give rise to any charge or lien or other claim on
      the Ship, its Earnings, Insurances or Requisition Compensation or any part
      thereof or which are or may be enforceable by proceedings against the
      Ship, its Earnings, Insurances or Requisition Compensation or any part
      thereof; and

              


      

    

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    
      
        	
                5.1.4

              	
                to
      recover from the Owner on demand all Expenses incurred or paid by the
      Mortgagee in connection with the exercise of the powers (or any of them)
      referred to in this
clause 5.1.

              


      

    

     

    
      
        	
                6

              	
                Attorney

              


      

    

     

    
      	
              6.1

            	
              Appointment

            


    

     

    By way of
security, the Owner hereby irrevocably appoints the Mortgagee to be its attorney
generally for and in the name and on behalf of the Owner, and as the act and
deed or otherwise of the Owner to execute, seal and deliver and otherwise
perfect and do all such deeds, assurances, agreements, instruments, acts and
things which may be required for the full exercise of all or any of the rights,
powers or remedies conferred by the Corporate Guarantee, the Mortgage, this Deed
or any of the other Security Documents or which may be deemed proper in or in
connection with all or any of the purposes aforesaid.  The power of
attorney hereby conferred shall be a general power of attorney under the Powers
of Attorney Act 1971, and the Owner ratifies and confirms, and agrees to ratify
and confirm, any deed, assurance, agreement, instrument, act or thing which the
Mortgagee may execute or do pursuant thereto.  Provided always that
such power shall not be exercisable by or on behalf of the Mortgagee until the
happening of any Event of Default.

     

    
      	
              6.2

            	
              Exercise
      of power

            


    

     

    The
exercise of such power by or on behalf of the Mortgagee shall not put any person
dealing with the Mortgagee upon any enquiry as to whether any Event of Default
has happened or whether the Mortgagee has made a demand for payment under the
Corporate Guarantee, nor shall such person be in any way affected by notice that
no such Event of Default has happened, and the exercise by the Mortgagee of such
power shall be conclusive evidence of the Mortgagee's right to exercise the
same.

     

    
      	
              6.3

            	
              Filings

            


    

     

    The Owner
hereby irrevocably appoints the Mortgagee to be its attorney in its name and on
its behalf and as its act and deed or otherwise of it to agree the form of and
to execute and do all deeds, instruments, acts and things in order to file,
record, register or enrol this Deed in any court, public office or elsewhere
which the Mortgagee may in its discretion consider necessary or advisable, now
or in the future, to ensure the legality, validity, enforceability or
admissibility in evidence thereof.

     

    
      	
              7

            	
              Further
      assurance

            


    

     

    The Owner
hereby further undertakes at its own expense from time to time to execute, sign,
perfect, do and (if required) register every such further assurance, document,
act or thing as in the opinion of the Mortgagee may be necessary or desirable
for the purpose of more effectually mortgaging and charging the Assigned
Property or perfecting the security constituted or intended to be constituted by
this Deed.

     

    
      
        	
                8

              	
                Costs
      and indemnities

              


      

    

     

    
      	
              8.1

            	
              Costs

            


    

     

    The Owner
shall pay to the Mortgagee on demand on a full indemnity basis all expenses or
liabilities of whatever nature (including legal fees, fees of insurance
advisers, printing, out-of-pocket expenses, stamp duties, registration fees and
other duties or charges) together with any Taxes (including value added tax or
other similar tax) payable in respect thereof, incurred by the Mortgagee in
connection with the exercise or enforcement of, or preservation of any rights
under, this Deed or otherwise in respect of the Outstanding Indebtedness and the
security therefor, or in connection with the preparation, completion, execution
or registration of this Deed.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      	
              8.2

            	
              Mortgagee's
      indemnity

            


    

     

    The Owner
hereby agrees and undertakes to indemnify the Mortgagee against all losses,
actions, claims, expenses, demands, obligations and liabilities whatever and
whenever arising which may now or hereafter be incurred by the Mortgagee or by
any manager, agent, officer or employee for whose liability, act or omission the
Mortgagee may be answerable in respect of, in relation to, or in connection with
anything done or omitted in the exercise or purported exercise of the powers
contained in this Deed or otherwise in connection with such powers or with this
Deed or with the Ship, its Earnings, Requisition Compensation and Insurances or
otherwise howsoever in relation to, or in connection with, any of the matters
dealt with in this Deed.

     

    
      
        	
                9

              	
                Remedies
      cumulative and other
provisions

              


      

    

     

    
      	
              9.1

            	
              No
      implied waivers; remedies
cumulative

            


    

     

    No
failure or delay on the part of the Mortgagee to exercise any right, power or
remedy vested in it under this Deed, the Corporate Guarantee, the Mortgage or
any of the other Security Documents shall operate as a waiver thereof, nor shall
any single or partial exercise by the Mortgagee of any right, power or remedy
nor the discontinuance, abandonment or adverse determination of any proceedings
taken by the Mortgagee to enforce any right, power or remedy preclude any other
or further exercise thereof or proceedings to enforce the same or the exercise
of any other right, power or remedy, nor shall the giving by the Mortgagee of
any consent to any act which by the terms of this Deed requires such consent
prejudice the right of the Mortgagee to give or withhold consent to the doing of
any other similar act.  The remedies provided in this Deed, the
Corporate Guarantee, the Mortgage and the other Security Documents are
cumulative and are not exclusive of any remedies provided by law.

     

    
      	
              9.2

            	
              Delegation

            


    

     

    The
Mortgagee shall be entitled, at any time and as often as may be expedient, to
delegate all or any of the powers and discretions vested in it by this Deed, the
Loan Agreement, the Master Swap Agreement, the Mortgage (including the power
vested in it by clause 11 of the Mortgage) or any of the other Security
Documents in such manner, upon such terms, and to such persons as the Mortgagee
in its absolute discretion may think fit.

     

    
      	
              9.3

            	
              Incidental
      powers

            


    

     

    The
Mortgagee shall be entitled to do all acts and things incidental or conducive to
the exercise of any of the rights, powers or remedies possessed by it as
mortgagee of the Ship (whether at law, under this Deed or otherwise) and in
particular (but without prejudice to the generality of the foregoing) upon
becoming entitled to exercise any of its powers under clause 7 of the Mortgage,
the Mortgagee shall be entitled to discharge any cargo on board the Ship
(whether the same shall belong to the Owner or any other person) and to enter
into such other arrangements respecting the Ship, the insurances, management,
maintenance, repair, classification and employment in all respects as if the
Mortgagee was the owner of the Ship, but without being responsible for any loss
incurred as a result of the Mortgagee doing or omitting to do any such acts or
things as aforesaid.

     

    
      	
              10

            	
              Notices

            


    

     

    The
provisions of clause 8 of the Corporate Guarantee shall apply mutatis mutandis
in respect of any certificate, notice, demand or other communication given or
made under this Deed.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    
      	
              11

            	
              Counterparts

            


    

     

    This Deed
may be entered into in the form of two counterparts, each executed by one of the
parties, and, provided both the parties shall so execute this Deed, each of the
executed counterparts, when duly exchanged or delivered, shall be deemed to be
an original but, taken together, they shall constitute one
instrument.

     

    
      	
              12

            	
              Law
      and jurisdiction

            


    

     

    
      	
              12.1

            	
              Law

            


    

     

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

     

    
      	
              12.2

            	
              Submission
      to jurisdiction

            


    

     

    For the
benefit of the Mortgagee, the parties hereto irrevocably agree that any legal
action or proceedings in connection with this Deed may be brought in the English
courts, or in the courts of any other country chosen by the Mortgagee, each of
which shall have jurisdiction to settle any disputes arising out of or in
connection with this Deed. The Owner irrevocably and unconditionally submits to
the jurisdiction of the English courts and the courts of any country chosen by
the Mortgagee and irrevocably designates, appoints and empowers Saville &
Co. at present of One Carey Lane, London EC2V 8AE, England to receive, for it
and on its behalf, service of process issued out of the English courts in any
legal action or proceedings arising out of or in connection with this
Deed.  The submission to such jurisdiction shall not (and shall not be
construed so as to) limit the right of the Mortgagee to take proceedings against
the Owner in any other court of 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 Owner may have
against the Mortgagee arising out of or in connection with this
Deed.

     

    
      	
              12.3

            	
              Contracts
      (Rights of Third Parties) Act 1999

            


    

     

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

     

    IN WITNESS whereof this Deed
has been duly executed as a deed the day and year first above
written.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    Schedule 1

     

    Forms
of Loss Payable Clauses

     

    (for
attachment by way of endorsement to the Policy)

     

    
      	
              1

            	
              Hull
      and machinery (marine and war
risks)

            


    

     

    By a
General Assignment dated [·] 2007 [ELEANOR MARITIME LIMITED] [DEVOCEAN
MARITIME LTD.] [ELYSIUM MARITIME LIMITED] of Trust Company Complex,
Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the “Owner”) has assigned to CREDIT SUISSE of St.
Alban-Graben 1-3, 4002 Basel, Switzerland (the “Mortgagee”) all the Owner's
rights, title and interest in and to all policies and contracts of insurance
from time to time taken out or entered into by or for the benefit of the Owner
in respect of m.v. [Island
Globe] [River Globe] [Tiara Globe] and accordingly:

     

    
      	
               
      

            	
              (a)

            	
              all
      claims hereunder in respect of an actual or constructive or compromised or
      arranged total loss, and all claims in respect of a major casualty (that
      is to say any casualty the claim in respect of which exceeds Two hundred
      and fifty thousand Dollars (US$250,000) (or the equivalent in any other
      currency) inclusive of any deductible) shall be paid in full to the
      Mortgagee or to its order; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              all
      other claims hereunder shall be paid in full to the Owner or to its order,
      unless and until the Mortgagee shall have notified the insurers hereunder
      to the contrary, whereupon all such claims shall be paid to the Mortgagee
      or to its order.

            


    

     

    
      	
              2

            	
              Protection
      and indemnity risks

            


    

     

    Payment
of any recovery which [ELEANOR
MARITIME LIMITED] [DEVOCEAN MARITIME LTD.] [ELYSIUM MARITIME LIMITED] of
Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960 (the “Owner”) is
entitled to make out of the funds of the Association in respect of any
liability, costs or expenses incurred by the Owner, shall be made to the Owner
or to its order, unless and until the Association receives notice to the
contrary from Credit Suisse of St. Alban-Graben 1-3, 4002 Basel, Switzerland
(the “Mortgagee”) in
which event all recoveries shall thereafter be paid to the Mortgagee or their
order; provided always that no liability whatsoever shall attach to the
Association, its Managers or their agents for failure to comply with the latter
obligation until the expiry of two clear business days from the receipt of such
notice.

     

    
      	
              3

            	
              Loss
      of earnings

            


    

     

    By a
General Assignment dated [·] 2007 [ELEANOR MARITIME LIMITED] [DEVOCEAN
MARITIME LTD.] [ELYSIUM MARITIME LIMITED] of Trust Company Complex,
Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the “Owner”) has assigned to Credit
Suisse of St. Alban-Graben 1-3, 4002 Basel, Switzerland (the “Mortgagee”) its rights, title
and interest in and to all policies and contracts of insurance from time to time
taken out or entered into by or for the benefit of the Owner in respect of m.v.
[Island Globe] [River Globe]
[Tiara Globe] and her earnings and accordingly all claims hereunder shall
be paid in full to the Owner unless and until the Mortgagee shall have notified
the insurers hereunder to the contrary, whereupon all such claims shall be paid
to the Mortgagee or its order.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    Schedule 2

    Form
of Notice of Assignment of Insurances

     

    (For
attachment by way of endorsement to the Policy)


     

    [ELEANOR MARITIME LIMITED] [DEVOCEAN
MARITIME LTD.] [ELYSIUM MARITIME LIMITED] of Trust Company Complex,
Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960, the Owner of m.v. [Island Globe] [River Globe] [Tiara
Globe], HEREBY GIVES NOTICE that by a General Assignment dated [·] 2007 and entered into by
us with CREDIT SUISSE of
St. Alban-Graben 1-3, 4002 Basel, Switzerland there has been assigned by us to
CREDIT SUISSE as
mortgagee of the said vessel all insurances in respect thereof, including the
insurances constituted by the Policy whereon this notice is
endorsed.

     

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

              	 
      
	
                Signed

              	 
      
	
                For
      and on behalf of

              
	
                [ELEANOR
      MARITIME LIMITED] [DEVOCEAN MARITIME LTD.] [ELYSIUM MARITIME
      LIMITED]

              


      

    

     

    Date:
[·]

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  EXECUTED

                	
                  )

                	 
      
	
                  as
      a DEED

                	
                  )

                	 
      
	
                  by

                	
                  )

                	 
      
	
                  for
      and on behalf of

                	
                  )

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

                
	
                  [ELEANOR
      MARITIME LIMITED]

                	
                  )

                	
                  Attorney-in-Fact

                
	
                  [DEVOCEAN
      MARITIME LTD.]

                	
                  )

                	 
      
	
                  [ELYSIUM
      MARITIME LIMITED]

                	
                  )

                	 
      
	
                  in
      the presence of:

                	
                  )

                	 
      


        

      

    

    


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

                	 
	
                  Witness:

                	 
	
                  Name:

                	 
	
                  Address:

                	 
	
                  Occupation:

                	 


        

      

    

    


    
      
        
          	
                  EXECUTED

                	
                  )

                	 
      
	
                  as
      a DEED

                	
                  )

                	 
      
	
                  by

                	
                  )

                	 
      
	
                  for
      and on behalf of

                	
                  )

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

                
	
                  CREDIT
      SUISSE

                	
                  )

                	
                  Attorney-in-Fact

                
	
                  in
      the presence of:

                	
                  )

                	 
      


        

      

    

    


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

              	 
      
	
                Witness:

              	 
      
	
                Name:

              	 
      
	
                Address:

              	 
      
	
                Occupation:

              	 
      


      

    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Schedule
8

    


    Form
of Manager’s Undertaking

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      Private
& Confidential

      


      Manager’s
Undertaking

      


      
        	
                To:

              	
                Credit
      Suisse

              


      

      
        St.
Alban-Graben 1-3

      

      
        4002
Basel

      

      
        Switzerland

      

       

      
        	
                From:

              	
                Globus
      Shipmanagement Corp.

              


      

      
        Trust
Company Complex

      

      
        Ajeltake
Road

      

      
        Ajeltake
Island

      

      
        Majuro

      

      
        Marshall
Islands

      

      
        MH96960

      

       

      [·] 2007

       

      Dear
Sirs

       

      US$120,000,000
Reducing Revolving Credit Facility to Globus Maritime Limited

       

      
        
          	
                  1

                	
                  Loan
      Agreement and Master Swap
Agreement

                


        

      

       

      
        	
                1.1

              	
                We
      understand that under a facility agreement dated [·] 2007 (the “Loan Agreement”) and
      made between (1) Globus Maritime Limited (the “Borrower”) as borrower
      and (2) Credit Suisse as lender (the “Bank”), the Bank agreed
      (inter alia) to make available to the Borrower, upon the terms and
      conditions therein contained, a reducing revolving credit facility of up
      to One hundred and twenty million Dollars ($120,000,000) and that it is a
      condition precedent to the Bank making the Commitment available to the
      Borrower that we, Globus Shipmanagement Corp. (the “Manager”), enter into
      this letter of undertaking (the “Letter”) in favour of
      the Bank.

              


      

       

      
        	
                1.2

              	
                We
      also understand that under a 2002 Master Swap Agreement dated as of [·] 2007 (the “Master Swap Agreement”)
      and made between the Borrower and the Bank, the Bank agreed the terms and
      conditions upon which it would enter into derivative transactions with the
      Borrower, whether in respect of the Loan (whether in whole or in part, as
      the case may be, from time to time) or for any other purpose
      whatsoever.

              


      

       

      
        	
                1.3

              	
                Words
      and expressions defined in the Loan Agreement shall, unless otherwise
      specified herein, have the same meanings when used
  herein.

              


      

       

      
        
          	
                  2

                	
                  Confirmation
      of appointment

                


        

      

       

      We hereby
confirm that we have been appointed as the manager of m.v. [Island Globe] [River Globe] [Tiara
Globe] (the “Ship”) registered under the
laws and the flag of the Republic of the Marshall Islands in the ownership of
[Eleanor Maritime Limited] [Devocean Maritime Ltd.] [Elysium Maritime Limited]
of the Marshall Islands (the “Owner”) pursuant to a
management agreement (the “Management Agreement”) dated
[9 July 2007] [·]
[·] and made between
ourselves and the Owner and that we have accepted our appointment thereunder in
accordance with the terms and conditions thereof.


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      
        
          	
                  3

                	
                  Representations
      and warranties

                


        

      

       

      
        	
                3.1

              	
                We
      hereby represent and warrant that the copy of the Management Agreement set
      out in Appendix 1 to this Letter is a true and complete copy of the
      Management Agreement, that the Management Agreement constitutes valid and
      binding obligations of the Manager enforceable in accordance with its
      terms and that there have been no amendments or variations thereto or
      defaults thereunder by the Manager or, to the best of the Manager’s
      knowledge and belief, by the Owner.

              


      

       

      
        	
                3.2

              	
                We
      hereby confirm that the representations and warranties set out in clauses
      7.2.9, 7.2.10 and 7.2.11 of the Loan Agreement are true and correct in all
      respects.

              


      

       

      
        
          	
                  4

                	
                  Undertakings

                


        

      

       

      The
Manager undertakes with the Bank that throughout the Security Period (as such
term is defined in the general assignment dated [·] 2007 (the “General Assignment”) and
executed by the Owner in favour of the Bank):

       

      
        	
                4.1

              	
                the
      Manager will not agree or purport to agree to any material amendment or
      variation of the Management Agreement without the prior written consent of
      the Bank;

              


      

       

      
        	
                4.2

              	
                the
      Manager will procure that any sub-manager appointed by the Manager
      pursuant to the provisions of the Management Agreement or otherwise will,
      on or before the date of such appointment enter into an undertaking in
      favour of the Bank in substantially the same form (mutatis mutandis) as
      this Letter;

              


      

       

      
        	
                4.3

              	
                the
      Manager will not, without the prior written consent of the Bank, take any
      action or institute any proceedings or make or assert any claim on or in
      respect of the Ship or its policies and contracts of insurance (which
      expression includes all entries of the Ship in a protection and indemnity
      or war risks association) which are from time to time during the Security
      Period (as such term is defined in the General Assignment) in place or
      taken out or entered into by or for the benefit of the Owner (whether in
      the sole name of the Owner or in the joint names of the Owner and the Bank
      or otherwise) in respect of the Ship and her Earnings (as such term is
      defined below) or otherwise howsoever in connection with the Ship and all
      benefits thereof (including claims of whatsoever nature and return of
      premiums) (the “Insurances”) or any
      moneys whatsoever from time to time due or payable to the Owner during the
      Security Period (as such term is defined in the General Assignment)
      arising out of the use or operation of the Ship including (but without
      limiting the generality of the foregoing) all freight, hire and passage
      moneys, income arising under pooling arrangements, compensation payable to
      the Owner in event of requisition of the Ship for hire, remuneration for
      salvage and towage services, demurrage and detention moneys, damages for
      breach (or payments for variation or termination) of any charterparty or
      other contract for the employment of the Ship (the “Earnings”) or any other
      property or other assets of the Owner which the Bank has previously
      advised the Manager are subject to any Encumbrance (as such term is
      defined in the General Assignment) or right of set-off in favour of the
      Bank by virtue of any of the Security
Documents;

              


      

       

      
        	
                4.4

              	
                the
      Manager will discontinue any such action or proceedings or claim which may
      have been taken, instituted or made or asserted, promptly upon notice from
      the Bank to do so;

              


      

       

      
        	
                4.5

              	
                the
      Manager does hereby subordinate any claim that it may have against the
      Owner or otherwise in respect of the Ship and its Earnings, Insurances and
      Requisition Compensation (as such term is defined in the General
      Assignment) to the claims of the Bank under the Loan Agreement, the Master
      Swap Agreement and the other Security Documents and undertakes not to
      exercise any right to which it may be entitled in respect of the Owner
      and/or the Ship and/or its Earnings and/or Insurances and/or Requisition
      Compensation in competition with the
Bank;

              


      

       

      
        	
                4.6

              	
                the
      Manager will promptly notify the Bank if at any time the amount owed by
      the Owner to the Manager pursuant to the Management Agreement (whether in
      respect of the Manager’s remuneration or disbursements or otherwise)
      exceeds Twenty thousand Dollars ($20,000) or the equivalent in other
      currencies; and

              


      

       

      
        	
                4.7

              	
                the
      Manager will provide the Bank with such information concerning the Ship as
      the Bank may from time to time reasonably
  require.

              


      

       

      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      
        
          	
                  5

                	
                  Insurance
      assignment

                


        

      

       

      
        	
                5.1

              	
                By
      way of security for the repayment of the aggregate of the Loan (as defined
      in the Loan Agreement) and interest accrued and accruing thereon, the
      Expenses (as such term is defined in the General Assignment) and all other
      sums of money from time to time owing by the Owner to the Bank, whether
      actually or contingently, under the Loan Agreement, the Master Swap
      Agreement and the other Security Documents or any of them (the “Outstanding
      Indebtedness”), the Manager with full title guarantee hereby
      irrevocably and unconditionally assigns and agrees to assign to the Bank
      all of the Manager's rights, title and interest in and to all the benefit
      of the Insurances.

              


      

       

      
        	
                5.2

              	
                The
      Manager hereby undertakes to procure that a duly completed notice in the
      form set out in Appendix 2 to this Letter is given to all insurers of the
      Ship and to procure that such notice is promptly endorsed on all policies
      and entries in respect of the Insurances and agrees promptly to authorise
      and/or instruct any broker, insurer or association with or through whom
      Insurances may be effected to endorse on any policy or entry or otherwise
      to give effect to such loss payable clause as may be stipulated by
      the Bank.

              


      

       

      
        	
                5.3

              	
                The
      Bank shall, at the Manager's cost and request, re-assign to the Manager
      all the Manager's right, title and interest in the Insurances upon the
      Outstanding Indebtedness being paid and discharged in full to the
      satisfaction of the Bank.

              


      

       

      
        	
                5.4

              	
                Any
      moneys in respect of the Insurances which would (but for the assignment
      contained in clause 5.1 above) be payable to the Manager shall be
      applied in accordance with clause 2.3 of the General
      Assignment.

              


      

       

      
        
          	
                  6

                	
                  Acknowledgement

                


        

      

       

      The
Manager hereby acknowledges that it has seen and has reviewed the Loan Agreement
and the other Security Documents and agrees to abide by and to observe the
provisions thereof insofar as the same are applicable to it as therein
provided.

       

      
        
          	
                  7

                	
                  Law
      and jurisdiction

                


        

      

       

      
        	
                7.1

              	
                The
      agreement constituted by this Letter is governed by, and shall be
      construed in accordance with, English
law.

              


      

       

      
        	
                7.2

              	
                The
      Manager agrees, for the benefit of the Bank, that any legal action or
      proceedings arising out of or in connection with this Letter against the
      Manager or any of its assets may be brought in the English
      courts.  The Manager irrevocably and unconditionally submits to
      the jurisdiction of such courts and irrevocably designates, appoints and
      empowers Saville & Co. at present of One Carey Lane, London EC2V 8AE,
      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 rights of the Bank to take any
      proceedings against the Manager 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.

              


      

       

      
        	
                7.3

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

              


      

       

      Yours
faithfully,

      


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

                	 
      
	
                  For
      and on behalf of

                	 
      
	
                  GLOBUS
      SHIPMANAGEMENT CORP.

                	 
      


        

      


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      Appendix
1

       

      Copy
of the Management Agreement


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      Appendix
2

       

      Notice
of Assignment

       

      We, GLOBUS SHIPMANAGEMENT CORP.,
the managers of the m.v. [Island Globe] [River Globe] [Tiara
Globe] HEREBY GIVE NOTICE that by a first assignment dated [·] 2007 and entered into by
us CREDIT SUISSE there
has been assigned by us to the said CREDIT SUISSE of St.
Alban-Graben 1-3, 4002 Basel, Switzerland as first assignees all of our right,
title and interest in and to the insurances in respect of the said Ship
including the insurances constituted by the Policy whereon this notice is
endorsed.

       

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

                	 
      
	
                  SIGNED

                	 
      
	
                  for
      and on behalf of

                	 
      
	
                  GLOBUS
      SHIPMANAGEMENT CORP.

                	 
      
	 
      	 
      
	
                  Dated:
      [·]

                	 
      


        

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

      

    

     

    Schedule
9

    


    Form
of Charter Assignment