exv4w32






Private and Confidential




DATED 1 February 2011




STEALTHGAS INC.

as Borrower




- and -



THE BANKS AND FINANCIAL INSTITUTIONS

listed in Schedule 1

as Banks




- and -




DVB BANK SE, Nordic Branch

as Arranger, Underwriter,

Agent and Security Trustee



 






LOAN AGREEMENT



 





in respect of a loan of up to USD49,500,000 in three advances

to part-finance the acquisition of three 5,000 cbm pressurised LPG carriers








PIRAEUS



 









 





Contents




	 	 	 	 	 
	Clause	 	Page
	1 Purpose and definitions

	 	 	1	 
	2 The Total Commitment, Advance of the loan and use of proceeds

	 	 	23	 
	3 Interest and Interest Periods

	 	 	25	 
	4 Repayment and prepayment

	 	 	28	 
	5 Fees, commitment commission and expenses

	 	 	31	 
	6 Payments and taxes; accounts and calculations

	 	 	33	 
	7 Representations and warranties

	 	 	37	 
	8 Undertakings

	 	 	44	 
	9 Conditions

	 	 	61	 
	10 Events of Default

	 	 	62	 
	11 Indemnities

	 	 	68	 
	12 Unlawfulness and increased costs

	 	 	69	 
	13 application of moneys, set off, pro-rata payments and Miscellaneous

	 	 	71	 
	14 Accounts and retention

	 	 	76	 
	15 Assignment, transfer and lending office

	 	 	78	 
	16 Arranger, Agent and Security Trustee

	 	 	82	 
	17 Notices and other matters

	 	 	96	 
	18 Borrower’s obligations

	 	 	97	 
	19 Governing law

	 	 	99	 
	20 Jurisdiction

	 	 	99	 
	Schedule 1 The Banks and their Commitments

	 	 	103	 
	Schedule 2 Form of Drawdown Notice

	 	 	104	 
	Schedule 3 Conditions Precedent

	 	 	105	 
	Schedule 4 Form of Transfer Certificate

	 	 	111	 
	Schedule 5 Form of Trust Deed

	 	 	115	 
	Schedule 6 Form of Compliance Certificate

	 	 	116	 
	Schedule 7 Form of Loan Administration Form

	 	 	117	 






 









 




THIS AGREEMENT is dated 1 February 2011 and made BETWEEN:





	(1)	 	STEALTHGAS INC. as Borrower;
	 
	(2)	 	DVB BANK SE, Nordic Branch as Arranger, Underwriter, Agent and Security Trustee;
	 
	(3)	 	THE BANKS AND FINANCIAL INSTITUTIONS whose names and addresses are set out in schedule 1 as
Banks.
	 
	 	 	IT IS AGREED as follows:
	 
	1	 	PURPOSE AND DEFINITIONS
	 
	1.1	 	Purpose
	 
	 	 	This Agreement sets out the terms and conditions upon which the Banks agree, according to
their several obligations, to make available to the Borrower a loan of up to forty nine
million five hundred thousand Dollars (USD49,500,000) in three Advances for the purpose of
enabling the Borrower to on-lend the same to three of its subsidiaries to part-finance the
acquisition cost of three 5,000 cbm pressurised LPG carriers.
	 
	1.2	 	Definitions
	 
	 	 	In this Agreement, unless the context otherwise requires:
	 
	 	 	“Account Bank” means Emporiki Bank of Greece S.A. acting for the purposes of this
Agreement through its branch at 1, Korai Street, 105 64 Athens, Greece (or of such other
address as may last have been notified to the other parties to this Agreement) or such
other bank as may be designated by the Agent as the Account Bank for the purposes of this
Agreement and which is of a rating acceptable to the Banks, in their sole discretion;
	 
	 	 	“Advance” means each of Advance A, Advance B and Advance C, and in the plural means all of
them;
	 
	 	 	“Advance A” means the lesser of (i) sixteen million five hundred thousand Dollars
(USD16,500,000) and (ii) 75% of the Market Value of “GAS ELIXIR” as determined on the
relevant Drawdown Date and, as the context may require, means the principal amount thereof
owing to the Banks under this Agreement at any relevant time;




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	 	 	“Advance B” means the lesser of (i) sixteen million five hundred thousand Dollars
(USD16,500,000) and (ii) 75% of the Market Value of “GAS CERBERUS” as determined on the
relevant Drawdown Date and, as the context may require, means the principal amount thereof
owing to the Banks under this Agreement at any relevant time;
	 
	 	 	“Advance C” means the lesser of (i) sixteen million five hundred thousand Dollars
(USD16,500,000) and (ii) 75% of the Market Value of “GAS MYTH” as determined on the
relevant Drawdown Date and, as the context may require, means the principal amount thereof
owing to the Banks under this Agreement at any relevant time;
	 
	 	 	“Agent” means DVB Bank SE, Nordic Branch acting for the purposes of this Agreement
through its branch at Strandgaten 18, P.O. Box 701 S, 5807 Bergen, Norway (or of such
other address as may last have been notified to the other parties to this Agreement) or
such other person as may be appointed as agent by the Banks pursuant to clause 16.13;
	 
	 	 	“Approved Brokers” means Clarksons, Arrow, Braemar, Galbraiths, Poten, Laurentzen, ICAP
Shipping Limited and Stemoco and any other sale and purchase shipbroker as the Agent and
the Borrower may agree should be an Approved Broker for the purposes of this Agreement
	 
	 	 	“Approved Charterer” means, in relation to each Approved Employment Contract, such person
as shall be acceptable to the Agent (acting on the instructions of the Banks) in its
reasonable discretion;
	 
	 	 	“Approved Employment Contract” means, in respect of a Ship or a Collateral Ship, any time
or bareboat charterparty or other contract of employment of such Ship which (a) provides
for the relevant Ship to be taken on charter or other employment by an Approved Charterer
and (b) has a tenor of more than twelve (12) months or is capable of exceeding 12 months
on exercise of any options to renew or extend such tenor and (c) provides for charter hire
to be paid to the Earnings Account owned by that Ship’s Owner and (d) otherwise as the
Agent shall have approved in writing and on such terms as shall be acceptable to the Agent
(acting on the instructions of the Banks) in its reasonable discretion;
	 
	 	 	“Arranger” means DVB Bank SE, Nordic Branch acting for the purposes of this Agreement
through its branch at Strandgaten 18, P.O. Box 701 S, 5807 Bergen, Norway (or such other
address as may last have been notified to the other parties to this Agreement);




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	 	 	“Authorised Person” means each person named as an Authorised Person in the Loan
Administration Form who are authorised, on behalf of the Borrower, to request information
or communicate generally with the Agent in relation to the administration of the Loan by
the Agent during the Facility Period, and with whom the Agent will liaise in the first
instance in relation to the administration of the Loan;
	 
	 	 	“Availability Period” means the period commencing on the date of this Agreement and ending
on the earliest of (i) 31 October 2011, (ii) the Delivery Date in respect of the third
Ship to be delivered by the Builder and (iii) any date on which (a) the amount of the
Loan is equal to the Total Commitment or (b) the Total Commitment is reduced to zero
pursuant to clauses 10.2 or 12;
	 
	 	 	“Banking Day” means a day on which dealings in deposits in USD are carried on in the
London Interbank Eurocurrency Market and (other than Saturday or Sunday) on which banks
are open for business in Frankfurt, Athens, London, Bergen and New York City (or any other
relevant place of payment under clause 6);
	 
	 	 	“Banks” means the banks and financial institutions listed in schedule 1 and “Bank” means
any of them;
	 
	 	 	“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 Stealthgas Inc., a corporation listed on NASDAQ and incorporated in the
Marshall Islands and having its registered office at Trust Company Complex, Ajeltake Road,
Majuro, 96960 MH, Marshall Islands;
	 
	 	 	“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;




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	 	 	“Break Costs” means the aggregate amount of all losses, premiums, penalties, costs and
expenses whatsoever certified by any Bank at any time and from time to time as having been
incurred by it in maintaining or funding the Loan or in liquidating or re employing fixed
deposits acquired to maintain the same as a result of either:






	 	(a)	 	any repayment or prepayment of the Loan or any part thereof otherwise than
in accordance with, respectively, clause 4.1 or clause 4.2 whether on a voluntary or
involuntary basis or otherwise howsoever or
	 
	 	(b)	 	the Borrower failing or being incapable of drawing the Loan after a
Drawdown Notice has been given;






	 	 	“Builder” means Kanrei Shipbuilding Co., Ltd., a company organised and existing under the
laws of Japan, with its registered office at 676, Ebisu, Satoura-Cho, Naruto-City,
Tokushima,-Prefecture, 772-0021, Japan;
	 
	 	 	“Certified Copy” means in relation to any document delivered or issued by or on
behalf of any company, a copy of such document certified as a true, complete and up to
date copy of the original by any of the directors or officers for the time being of such
company or by such company’s attorneys or solicitors;
	 
	 	 	“Charter Assignment” means the specific assignment of any Approved Employment Contract in
relation to any Ship required to be executed hereunder by the Owner thereof in favour of
the Security Trustee in such form as the Agent may require in its sole discretion;
	 
	 	 	“CHILTERN” means the 1997 built gas carrier named “CHILTERN” registered in the name of
Luckyboy on the Bahamas flag with the name “CHILTERN”;
	 
	 	 	“Classification” means, in relation to each Ship, the highest class available for a
vessel of her type with the relevant Classification Society or such other classification
as the Agent shall, at the request of the Borrower, have agreed in writing shall be
treated as the Classification in relation to such Ship for the purposes of the relevant
Ship Security Documents;
	 
	 	 	“Classification Society” means, in relation to each Ship, any member of IACS which the
Agent shall, at the request of the Borrower, have agreed in writing shall be treated as
the Classification Society in relation to such Ship for the purposes of the relevant Ship
Security Documents;




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	 	 	“Collateral Charter Assignment” means the second priority specific assignment of any
Approved Employment Contract in relation to any Collateral Ship required to be executed
hereunder by the Collateral Guarantor who is the owner thereof in favour of the Security
Trustee in such form as the Agent may require in its sole discretion;
	 
	 	 	“Collateral General Assignment” means, in respect of each Collateral Ship, the second
priority deed of assignment of its earnings, insurances and requisition compensation
executed or to be executed by the Collateral Guarantor who is the owner thereof in favour
of the Security Trustee in such form as the Agent may require in its sole discretion;
	 
	 	 	“Collateral Guarantee” means each unconditional, irrevocable and on demand payment
guarantee of the obligations of the Borrower under this Agreement required to be executed
by a Collateral Guarantor in favour of the Security Trustee in such form as the Agent may
require in its sole discretion and in the plural means all of them;
	 
	 	 	“Collateral Guarantor” means each of the following corporations, each of which is
incorporated in the Marshall Islands, and has its registered office at Trust Company
Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960:






	 	(a)	 	Luckyboy Inc.(“Luckyboy”);
	 
	 	(b)	 	Revolution Inc. (“Revolution”); and
	 
	 	(c)	 	Sound Effex Inc. (“Sound Effex”);






	 	 	“Collateral Manager’s Undertakings” means, collectively, the undertakings and (in respect
of the Technical Manager’s undertakings) assignments required to be executed respectively
hereunder by the Technical Manager and the Commercial Manager in favour of the Security
Trustee in respect of each of the Collateral Ships each in such form as the Agent may
require in its sole discretion (and “Collateral Managers’ Undertakings” means all of
them);
	 
	 	 	“Collateral Mortgage” means, in relation to each Collateral Ship, the second
preferred mortgage of such Ship and deed of covenant collateral thereto (if applicable)
required to be executed hereunder by the Collateral Guarantor who is the owner thereof in
favour of the Security Trustee in such form as the Agent may require in its sole
discretion, and in the plural means all of them;




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	 	 	“Collateral Ship” means each of ‘CHILTERN”, “GAS ASTRID” and “GAS EXELERO” and in the
plural means all of them;
	 
	 	 	“Collateral Tripartite Deed” means a deed, containing inter alia a second priority
assignment of any bareboat charterer’s interest in the Insurances of a Collateral Ship, to
be made between the Collateral Guarantor who is the owner thereof, such bareboat charterer
and the Security Trustee, in such form as the Agent may in its absolute discretion
require;
	 
	 	 	“Commercial Manager” means in respect of each Ship and Collateral Ship, Stealth Maritime
Corp. S.A. acting through its office at 331 Kifissias Avenue, 145 61, Athens, Greece or
any other person appointed by an Owner, with the prior written consent of the Agent (such
consent not to be unreasonably withheld), as the commercial manager of that Ship;
	 
	 	 	“Commitment” means, in relation to each Bank and in respect of the Loan, the amount set
out opposite its name in the column headed “Commitment” in schedule 1 and/or, in the case
of a Transferee Bank, the amount transferred as specified in the relevant Transfer
Certificate, as reduced in each case by any relevant term of this Agreement;
	 
	 	 	“Compliance Certificate” means a certificate substantially in the form set out in schedule
6 signed by the Borrower;
	 
	 	 	“Contribution” means, in relation to each Bank, the principal amount of the Loan owing to
such Bank at any relevant time;
	 
	 	 	“Creditors” means the Arranger, the Underwriter, the Agent, the Account Bank, the Security
Trustee, the Banks and any Transferee Banks;
	 
	 	 	“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, the date on which title to and possession
of that Ship is transferred by the Builder to the relevant Owner, which is expected to be,
in respect of ‘GAS MYTH”, during February 2011, in respect of “GAS ELIXIR”, during March
2011 and in respect of “GAS CERBERUS”, during July 2011;
	 
	 	 	“Dollars” and “USD” 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




6









 






	 	 	are for same day settlement in the New York Clearing House Interbank Payments System (or
such other US dollar funds as may at the relevant time be customary for the settlement of
international banking transactions denominated in U.S. dollars);
	 
	 	 	“Drawdown Date” means in relation to each Advance any date, being a Banking Day falling
during the Availability Period, on which the relevant Advance is, or is to be, advanced to
the Borrower;
	 
	 	 	“Drawdown Notice” means in relation to each Advance a notice substantially in the form of
schedule 2;
	 
	 	 	“Earnings Account” means, in relation to each Owner, an interest bearing USD account
opened by it with the Account Bank and includes any sub-accounts thereof and any other
account designated in writing by the Agent to be an Earnings Account for the purposes of
this Agreement;
	 
	 	 	“Earnings Account Pledge” means, in respect of each Earnings Account, the first priority
account charge required to be executed hereunder between the relevant Owner and the Agent
in respect of the Earnings Accounts in such form as the Agent may require in its sole
discretion;
	 
	 	 	“EBITDA” means the aggregate amount of combined pre-tax profits of the Group before
extraordinary or exceptional items, interest, depreciation of asset values and
amortisation of Indebtedness as shown, at any relevant time, by the Latest Accounts in
respect of the Borrower;
	 
	 	 	“EIAPP Certificate” means the Engine International Air Pollution Prevention Certificate
issued or to be issued pursuant to Annex VI of the International Convention for the
Prevention of Pollution from Ship, MARPOL 73/78 (Regulations for the Prevention of Air
Pollution from Ships) in relation to a Ship;
	 
	 	 	“Encumbrance” means any mortgage, charge, pledge, lien, hypothecation, assignment, title
retention, preferential right, option, trust arrangement or security interest or other
encumbrance, security or quasi-security, or arrangement conferring howsoever a priority of
payment in respect of any obligation of any person;
	 
	 	 	“Environmental Affiliate” means any agent or employee of the Borrower, any Owner or any
other Relevant Company or any person having a contractual relationship with the Borrower,




7









 






	 	 	any Owner or any other Relevant Company in connection with any 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 any Ship;
	 
	 	 	“Environmental Approvals” means all authorisations, consents, licences, permits,
exemptions or other approvals whatsoever required under applicable Environmental Laws;
	 
	 	 	“Environmental Claim” means (i) any claim by, or directive from, any applicable Government
Entity alleging breach of, or non-compliance with, any Environmental Laws or Environmental
Approvals or otherwise howsoever relating to or arising out of an Environmental Incident
or (ii) any claim by any other third party howsoever relating to or arising out of an
Environmental Incident (and, in each such case, “claim” shall include a claim for damages
and/or direction for and/or enforcement relating to clean-up costs, removal, compliance,
remedial action or otherwise) or (iii) any Proceedings arising from any of the foregoing;
	 
	 	 	“Environmental Incident” means, in relation to a Ship, regardless of cause, (i) any actual
or threatened discharge or release of Environmentally Sensitive Material from the Ship;
(ii) any incident in which Environmentally Sensitive Material is discharged or released
from a vessel other than the Ship which involves collision between the Ship and such other
vessel or some other incident of navigation or operation, in either case, where the Ship,
the Managers and/or the relevant Owner and/or the Ship’s Operator are actually,
contingently or allegedly at fault or otherwise howsoever liable (in whole or in part) or
(iii) any incident in which Environmentally Sensitive Material is discharged or released
from a vessel other than the Ship and where the Ship is actually or potentially liable to
be arrested as a result and/or where the Managers and/or the relevant Owner and/or the
Ship’s Operator are actually, contingently or allegedly at fault or otherwise howsoever
liable;
	 
	 	 	“Environmental Laws” means all laws, regulations, conventions and agreements whatsoever
relating to pollution, human or wildlife well-being or protection of the environment
(including, without limitation, the United States Oil Pollution Act of 1990 and any
comparable laws of the individual States of the United States of America);
	 
	 	 	“Environmentally Sensitive Material” means oil, oil products or any other products or
substance which are polluting, toxic or hazardous or any substance the release of which
into




8









 






	 	 	the environment is howsoever regulated, prohibited or penalised by or pursuant to any
Environmental Law;
	 
	 	 	“Event of Default” means any of the events or circumstances listed in clause 10.1;
	 
	 	 	“Execution Date” means the date on which this Agreement has been executed by all the
parties thereto;
	 
	 	 	“Existing Loan Agreement” the loan agreement dated 18 February 2009 (as amended by a
supplemental agreement dated 3 June 2009) made between (1) the Borrower as borrower, (2)
the banks and financial institutions listed in schedule 1 thereto as lenders, (3) DVB
Bank SE, Nordic Branch as arranger and agent, (4) DVB Bank SE, Nordic Branch as security
trustee and (5) DVB Bank SE, Nordic Branch as swap bank;
	 
	 	 	“Facility Period” means the period starting on the date of this Agreement and ending on
such date as all obligations whatsoever of all of the Security Parties under or pursuant
to the Security Documents whensoever arising, actual or contingent, have been irrevocably
paid, performed and/or complied with;
	 
	 	 	“Flag State” means Liberia or such other state or territory reasonably agreed by the
Agent, at the request of the Borrower, as the “Flag State” of the Ships for the purposes
of the Security Documents;
	 
	 	 	“Free Cash Flow” means, at any time, in respect of the preceding four financial quarters
of the Group the amount calculated by reference to the Latest Accounts of the Group to be
(a) the aggregate gross revenue (as defined in the relevant Latest Accounts) including the
net proceeds of any sale or total loss of a vessel (after payment of its mortgagee) of the
Group actually received during such 12 month period less (b) the aggregate of (i) costs
incurred by the Group related to the ownership and operation of ships and administrative
expenses acceptable to the Agent (each as set out in the relevant Latest Accounts), (ii)
Interest Expense net of Interest Income (as defined in the relevant Latest Accounts) of
the Group and (iii) the aggregate of any principal amounts repaid to any lender by the
Group or member thereof in respect of any Borrowed Money during such 12 month period;
	 
	 	 	“GAS ASTRID” means the 2009 built LPG carrier named “GAS ASTRID” registered in the name of
Sound Effex on the Marshall Islands flag with the name “GAS ASTRID”;




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	 	 	“GAS CERBERUS” means the LPG carrier of approximately 5,000 cbm under construction by the
Builder with Builder’s Hull No. K423 and to be purchased by Carinthia pursuant to the Gas
Cerberus Shipbuilding Contract and registered on the Liberian flag with the name “GAS
CERBERUS”;
	 
	 	 	“Gas Cerberus Shipbuilding Contract” means the contract dated 25 February 2008 made
between the Seller as seller and Carinthia as buyer for the construction by the Builder
and the purchase by Carinthia of “GAS CERBERUS”;
	 
	 	 	“GAS EXELERO” means the 2009 built LPG carrier named “GAS EXELERO” registered in the name
of Revolution on the Marshall Islands flag with the name “GAS EXELERO”;
	 
	 	 	“GAS ELIXIR” means the LPG carrier of approximately 5,000 cbm under construction by the
Builder with Builder’s Hull No. K422 and to be purchased by Rising Sun pursuant to the Gas
Elixir Shipbuilding Contract and registered on the Liberian flag with the name “GAS
ELIXIR”;
	 
	 	 	“Gas Elixir Shipbuilding Contract” means the contract dated 25 February 2008 made between
the Seller as seller and Rising Sun as buyer for the construction by the Builder and the
purchase by Rising Sun of “GAS ELIXIR”;
	 
	 	 	“GAS MYTH” means the LPG carrier of approximately 5,000 cbm under construction by the
Builder with Builder’s Hull No. K421 and to be purchased by Pelorus pursuant to the Gas
Myth Shipbuilding Contract and registered on the Liberian flag with the name “GAS MYTH”;
	 
	 	 	“Gas Myth Shipbuilding Contract” means the contract dated 25 February 2008 made between
the Seller as seller and Pelorus as buyer for the construction by the Builder and the
purchase by Pelorus of “GAS MYTH”;
	 
	 	 	“General Assignment” means, in respect of each Ship, the deed of assignment of its
earnings, insurances and requisition compensation executed or to be executed by the
relevant Owner in favour of the Security Trustee in such form as the Agent may require in
its sole discretion;
	 
	 	 	“Government Entity” means any national or local government body, tribunal, court or
regulatory or other agency and any organisation of which such body, tribunal, court or
agency is a part or to which it is subject;
	 
	 	 	“Group” means the Borrower and all its Related Companies;




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	 	 	“Group Member” means any member of the Group;
	 
	 	 	“Guarantee” means each unconditional, irrevocable and on demand payment guarantee of the
obligations of the Borrower under this Agreement required to be executed by a Guarantor in
favour of the Security Trustee in such form as the Agent may require in its sole
discretion and in the plural means all of them;
	 
	 	 	“Guarantor” means each of the following corporations, each of which is incorporated in
Liberia and has its registered office at 80 Broad Street, Monrovia, Liberia:






	 	(a)	 	Carinthia Inc. (“Carinthia”);
	 
	 	(b)	 	Pelorus Inc. (“Pelorus”); and
	 
	 	(c)	 	Rising Sun Inc.(“Rising Sun”);






	 	 	“IAPP Certificate” means the International Air Pollution Prevention Certificate issued or
to be issued pursuant to Annex VI of the International Convention for the Prevention of
Pollution from Ship, MARPOL 73/78 (Regulations for the Prevention of Air Pollution from
Ships) in relation to a Ship;
	 
	 	 	“Indebtedness” means any obligation howsoever arising (whether present or future, actual
or contingent, secured or unsecured as principal, surety or otherwise) for the payment or
repayment of money;
	 
	 	 	“Intellectual Property” means:
	 
	 	 	(a) any patents, trade marks, service marks, designs, business names, copyrights,
design rights, moral rights, inventions, confidential information, know-how and other
intellectual property rights and interests, whether registered or unregistered; and
	 
	 	 	(b) the benefit of all applications and rights to use such assets of a
Security Party;
	 
	 	 	“Interest Expense” means, for any relevant financial year, the aggregate interest
payable by the Group and any Group Member on any Indebtedness during such period;
	 
	 	 	“Interest Payment Date” means the last day of an Interest Period and, if an Interest
Period is longer than 3 months, the date falling at the end of each successive period of 3
months during such Interest Period starting from its commencement;




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	 	 	“Interest Period” means each period for the calculation of interest in respect of the Loan
and each Advance ascertained in accordance with clauses 3.2 and 3.3;
	 
	 	 	“ISM Code” means in relation to its application to an Owner, a Ship and its operation the
International Management Code for the Safe operation of Ships and for Pollution
Prevention’, currently known or referred to as the ‘ISM Code’, adopted by the Assembly of
the International Maritime Organisation by Resolution A.741(18) on 4th November
1993 and incorporated on 19th May 1994 into chapter IX of the International
Convention for the Safety of Life at Sea 1974 (SOLAS 1974); and all further resolutions,
circulars, codes, guidelines, regulations and recommendations which are now or in the
future issued by or on behalf of the International Maritime Organisation or any other
entity with responsibility for implementing the ISM Code, including without limitation,
the ‘Guidelines on implementation or administering of the International Safety Management
(ISM) Code by Administrations’ produced by the International Maritime Organisation
pursuant to Resolution A.788(19) adopted on 25th November 1995 as the same may
be amended, supplemented or replaced from time to time;
	 
	 	 	“ISM Code Documentation” means, in relation to each Ship, the document of compliance (DOC)
and safety management certificate (SMC) issued by a Classification Society pursuant to the
ISM Code in relation to the Ship within the periods specified by the ISM Code;
	 
	 	 	“ISM SMS” means the safety management system which is required to be developed,
implemented and maintained under the ISM Code;
	 
	 	 	“ISPS Code” means the International Ship and Port Security Code of the International
Maritime Organisation and includes any amendments or extensions thereto and any
regulations issued pursuant thereto;
	 
	 	 	“ISSC” means an International Ship Security Certificate issued in respect of each Ship
pursuant to the ISPS Code;
	 
	 	 	“Latest Accounts” means, in respect of any fiscal quarter, semester or year of the Group,
the latest quarterly reports, annual reports or financial statements required to be
prepared pursuant to clause 8.1.6;
	 
	 	 	“LIBOR” means, for a particular period, whichever the Agent shall nominate in respect of
any Interest Period of:




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	 	(a)	 	the rate equal to the offered quotation for deposits in USD in an amount
comparable with the amount in relation to which LIBOR is to be determined for a
period equal to, or as near as possible equal to, the relevant period which appears
on Reuters Screen LIBOR01 at or about 11.00 a.m. (London time) on the second Banking
Day before the first day of such period (and, for the purposes of this Agreement,
“Reuters Screen LIBOR01” means the display designated as “LIBOR01” on the Reuters
Service or such other page as may replace LIBOR01 on that service for the purpose of
displaying rates comparable to that rate or on such other service as may be nominated
by the British Bankers’ Association as the information vendor for the purpose of
displaying the British Bankers’ Association Interest Settlement Rates for USD); and
	 
	 	(b)	 	the rate per annum determined by the Agent to be the rate at which deposits
in Dollars are offered to the Agent (without any obligation to take up that offer) in
its ordinary course of business at or about 11.00 a.m. (London time) on the day on
which quotations would ordinarily be given by brokers and/or leading banks in the
London Interbank Market or European Interbank Market for deposits in the relevant
currency to which such rate is to be determined for delivery on the first day of that
period or, if the Agent obtains quotes from more than one broker and/or leading bank,
then LIBOR shall be the arithmetic mean of those quotes;






	 	 	“Loan” means as the context may require, the aggregate principal amount owing to the Banks
under this Agreement at any relevant time;
	 
	 	 	“Loan Administration Form” means a letter substantially in the form set out in schedule 7
signed by the Borrower;
	 
	 	 	“Management Agreements” means, in relation to each Ship, the agreements between (i) the
relevant Owner and the Technical Manager and (ii) the relevant Owner and the Commercial
Manager, each in a form approved (such approval not to be unreasonably withheld) by the
Agent (acting on the instructions of the Banks);
	 
	 	 	“Managers” means together, the Commercial Manager and the Technical Manager;
	 
	 	 	“Manager’s Undertakings” means, collectively, the undertakings and (in respect of the
Technical Manager’s undertakings) assignments required to be executed respectively
hereunder by the Technical Manager and the Commercial Manager in favour of the Security




13









 






	 	 	Trustee in respect of each of the Ships each in such form as the Agent may require in its
sole discretion (and “Managers’ Undertakings” means all of them);
	 
	 	 	“Margin” means (a) whilst the Borrower is listed as a public limited company on NASDAQ or
any other stock exchange acceptable to the Banks, two point seven five per cent (2.75%)
per annum and (b) three point seven five per cent (3.75%) per annum thereafter;
	 
	 	 	“Market Value” means, in relation to each Mortgaged Ship at any relevant time, the value
thereof most recently determined in accordance with clause 8.2.2(b);
	 
	 	 	“MII & MAP Policy” means a mortgagee’s interest and pollution risks insurance policy
(including additional perils (pollution) cover) in respect of the Ships to be effected by
the Agent on behalf of the Banks on or before the first Drawdown Date and renewed or
replaced annually thereafter and maintained throughout the Facility Period through such
brokers, with such underwriters and containing such coverage as may be acceptable to the
Agent in its sole discretion, insuring a sum of at least 110% of the aggregate of the Loan
in respect of the mortgagee’s interest insurance and 110% of the aggregate of the Loan in
respect of additional peril cover;
	 
	 	 	“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 mortgage of such Ship
required to be executed hereunder by the Owner thereof in favour of the Security Trustee
in such form as the Agent may require in its sole discretion, and in the plural means all
of them;
	 
	 	 	“Mortgaged Ship” means, at any relevant time, a Ship which is at such time subject to a
Mortgage and/or the Earnings, Insurances and Requisition Compensation (each such term as
defined in the relevant Ship Security Documents) 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 regarded as a Mortgaged Ship as from the date that the Mortgage over
that




14









 






	 	 	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 to be
paid to the Agent pursuant to clause 4.3 following the sale or Total Loss of such Ship and
(ii) the end of the Facility Period;
	 
	 	 	“NASDAQ” means the stock exchange run by the US National Association of Securities Dealers
with the main exchange located in the United States of America, originally an acronym for
the National Association of Securities Dealers Automatic Quotations;
	 
	 	 	“Notifying Bank” has the meaning given in clause 12.1 or clause 12.2 as the context
requires;
	 
	 	 	“Operator” means any person who is from time to time during the Facility Period concerned
in the operation of a Ship and falls within the definition of “Company” set out in rule
1.1.2 of the ISM Code;
	 
	 	 	“Owner” means, in relation to any Ship, the Guarantor which is at any relevant time the
owner thereof;
	 
	 	 	“Permitted Encumbrance” means any Encumbrance in favour of the Creditors or any of them
created pursuant to the Security Documents and Permitted Liens;
	 
	 	 	“Permitted Liens” means any lien on a 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 Agent) exceeding the Casualty Amount (as defined in the Ship Security
Documents for such Ship);
	 
	 	 	“Pertinent Jurisdiction” means any jurisdiction in which or where any Security Party is
incorporated, resident, domiciled, has a permanent establishment or assets, carries on, or
has a place of business or is otherwise howsoever effectively connected;
	 
	 	 	“Principal Subsidiary” means any Subsidiary of the Borrower the value of whose total
assets (as evidenced at any time by the Latest Accounts) exceeds 50% of the Total Assets;
	 
	 	 	“Proceedings” means any litigation, arbitration, legal action or complaint or judicial,
quasi-judicial or administrative proceedings whatsoever arising or instigated by anyone in
any court, tribunal, public office or other forum whatsoever and wheresoever (including,
without limitation, any action for provisional or permanent attachment of any thing or for
injunctive remedies or interim relief and any action instigated on an ex parte basis);




15









 






	 	 	“Prohibited Person” means any person with whom transaction are currently prohibited or
restricted under the Untied States of America sanctions administered by the United States
of America Department of Treasury’s Office of Foreign Assets Control (OFAC), any other
United States of American government sanction, export or procurement laws or any other
sanctions or other such restrictions on business dealings imposed by a member state of the
European Union, including a person on any list of restricted entities, persons or
organisations published by the United States of America government, the United Nations or
the European Union or any member state of the European Union, including without
limitation:






	 	(a)	 	the United States of America Government’s List of Specially Designated
Nationals and Blocked Persons, Denied Persons list, Entitled List, Debarred Parties
List, Excluded Parties List and Terrorism Exclusion List;
	 
	 	(b)	 	Her Majesty’s Treasury’s Consolidated List of Financial Sanctions Targets;
	 
	 	(c)	 	the European Union Restricted Person Lists issued pursuant to Council
Regulation (EC) No. 881/2002 of 27 May 2002, Council Regulation (EC) No. 2580/2001 OF
27 December 2001 and Council Common Position 2005/725/CFCP of 17 October 2005; and
	 
	 	(d)	 	the United Nations Consolidated List established and maintained by the 1267
Committee;






	 	 	“Registry” means, in relation to a Ship, the office of such registrar, commissioner or
representative of the 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 any company in a company which is controlled or owned by that Company
from time to time;
	 
	 	 	“Relevant Company” means any Security Party and any Principal Subsidiary;
	 
	 	 	“Repayment Dates” means, in respect of each Advance, subject to clause 6.3, each of the
dates falling at three-monthly intervals after the Drawdown Date in respect of such
Advance, up to and including the date falling on the earlier of (a) eighty four (84)
months after such Drawdown Date and (b) 31 October 2018;




16









 






	 	 	“Required Authorisation” means any authorisation, consent, declaration, licence, permit,
exemption, approval or other document, whether imposed by or arising in connection with
any law, regulation, custom, contract, security or otherwise howsoever which must be
obtained at any time from any person, Government Entity, central bank or other
self-regulating or supra-national authority in order to enable the Borrower lawfully to
borrow the Loan or draw any Advance and/or to enable any Security Party lawfully and
continuously to continue its corporate existence and/or carry on its respective businesses
and/or own its respective property or other assets and/or perform all its obligations
whatsoever whensoever arising and/or grant security under the relevant Security Documents
and/or to ensure the continuous validity and enforceability thereof;
	 
	 	 	“Required Security Amount” means the amount in USD (as certified by the Agent) which is,
at any relevant time one hundred and twenty five per cent (125%) of the Loan;
	 
	 	 	“Requisition” means requisition for title or other compulsory acquisition, requisition,
appropriation, expropriation, deprivation, forfeiture or confiscation howsoever for any
reason of a 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;
	 
	 	 	“Retention Account” means an interest bearing USD current account of the Borrower paying
interest at a rate to be agreed between the Account Bank and the Borrower opened with the
Account Bank and includes any sub-accounts thereof and any other account designated in
writing by the Agent to be the Retention Account for the purposes of this Agreement;
	 
	 	 	“Retention Account Pledge” means a first priority charge required to be executed hereunder
between the Borrower and the Agent in respect of the Retention Account in such form as the
Agent may require in its sole discretion;
	 
	 	 	“Retention Amount” means, in relation to each Advance and any Retention Date, such sum as
shall be the aggregate of:






	 	(a)	 	one-third (1/3rd) of the repayment instalment in respect of the relevant
Advance falling due for payment pursuant to clause 4.1 (as the same may have been
reduced by any prepayment) on the next Repayment Date for that Advance after the
relevant Retention Date; and




17









 






	 	(b)	 	the applicable fraction (as hereinafter defined) of the aggregate amount of
interest falling due for payment in respect of each part of the relevant Advance
during and at the end of each Interest Period current at the relevant Retention Date
and, for this purpose, the expression “applicable fraction” in relation to each
Interest Period shall mean a fraction having a numerator of one and a denominator
equal to the number of Retention Dates falling within the relevant Interest Period;






	 	 	“Retention Date” means, in relation to each Advance, the date falling thirty (30) days
after the Drawdown Date in respect thereof and each of the dates falling at monthly
intervals after such date and prior to the final Repayment Date of such Advance;
	 
	 	 	“Security Documents” means this Agreement, the Mortgages, the General Assignments, any
Charter Assignment, any Tripartite Deed (in relation to a Ship which is subject to a
bareboat charter), the Earnings Account Pledges, the Retention Account Pledge, the
Managers’ Undertakings, the Collateral Guarantees, the Collateral Mortgages, the
Collateral General Assignments, any Collateral Charter Assignment, the Collateral
Managers’ Undertakings, the Guarantees, the Shares Pledges, any Collateral Tripartite Deed
(in relation to a Collateral Ship which is subject to a bareboat charter) 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 to govern and/or secure all or any part of the Loan, interest
thereon and other moneys from time to time owing by the Borrower pursuant to this
Agreement (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, the Managers, the Guarantors, the Collateral
Guarantors or any other person who may at any time be a party to any of the Security
Documents (other than the Creditors and any bareboat charterer);
	 
	 	 	“Security Trustee” means DVB Bank SE, Nordic Branch acting for the purposes of this
Agreement through its branch at Strandgaten 18, P.O. Box 701 S, 5807 Bergen, Norway (or of
such other address as may last have been notified to the other parties to this Agreement)
or such other person as may be appointed as Security Trustee and trustee by the Banks and
the Agent pursuant to clause 16.14;
	 
	 	 	“Security Value” means the amount in USD (as certified by the Agent) which is, at any
relevant time, the aggregate of (a) the Market Value of the Mortgaged Ships and (b) the




18









 






	 	 	market value of any additional security for the time being actually provided to the
Creditors or any of them pursuant to clause 8.2;
	 
	 	 	“Seller” means Mitsubishi Corporation, a company organised and existing under the laws of
Japan, with its registered office at 3-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo, Japan;
	 
	 	 	“Shares Pledge” means the first priority pledge of the shares of and in each Guarantor to
be executed by the Borrower in favour of the Security Trustee in such form as the Agent
may require in its sole discretion and in the plural means all of them;
	 
	 	 	“Ship” means each of “GAS CERBERUS”, “GAS ELIXIR” and “GAS MYTH” and in the plural means
all of them;
	 
	 	 	“Ship Security Documents” means in relation to each Ship, the Mortgage, the General
Assignment, the Charter Assignment (if any) and the Manager’s Undertakings in respect of
such Ship;
	 
	 	 	“Shipbuilding Contracts” means, together, the Gas Cerberus Shipbuilding Contract, the Gas
Elixir Shipbuilding Contract and the Gas Myth Shipbuilding Contract;
	 
	 	 	“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;
	 
	 	 	“Taxes” includes all present and future income, corporation, capital or value-added taxes
and all stamp and other taxes and levies, imposts, deductions, duties, charges and
withholdings whatsoever together with interest thereon and penalties in respect thereto,
if any, and charges, fees or other amounts made on or in respect thereof (and “Taxation”
shall be construed accordingly);
	 
	 	 	“Technical Manager” means in respect of each Ship and Collateral Ship any person appointed
by an Owner, with the prior written consent of the Agent, as the technical manager of that
Ship or Collateral Ship;
	 
	 	 	“Total Assets” and “Total Liabilities” mean, respectively, the total assets and total
liabilities of the Group as evidenced at any relevant time by their respective Latest
Accounts, in which




19









 






	 	 	they shall have been calculated by reference to the meanings assigned to them in
accordance with US GAAP;
	 
	 	 	“Total Commitment” means, at any relevant time, the aggregate of the Commitments of all
the Banks at such time;
	 
	 	 	“Total Loss” means, in relation to a Ship:






	 	(a)	 	actual, constructive, compromised or arranged total loss of such Ship; or
	 
	 	(b)	 	Requisition; or
	 
	 	(c)	 	the hijacking, theft, condemnation, capture, seizure, arrest, detention or
confiscation of such Ship (other than Requisition) by any Government Entity, or by
persons allegedly acting or purporting to act on behalf of any Government Entity,
unless such Ship be released and restored to the relevant Owner within thirty (30)
days after such incident;






	 	 	“Transfer Certificate” means a certificate in substantially the form set out in schedule
4;
	 
	 	 	“Transferee Bank” has the meaning set out in clause 15.3;
	 
	 	 	“Transferor Bank” has the meaning set out in clause 15.3;
	 
	 	 	“Tripartite Deed” means a deed, containing inter alia an assignment of any bareboat
charterer’s interest in the Insurances of a Ship, to be made between the relevant Owner,
such bareboat charterer and the Security Trustee, in such form as the Agent may in its
absolute discretion require;
	 
	 	 	“Trust Deed” means a trust deed in the form, or substantially in the form, set out in
schedule 5;
	 
	 	 	“Trust Property” means (i) the security, powers, rights, titles, benefits and interests
(both present and future) constituted by and conferred on the Creditors or any of them
under or pursuant to the Security Documents (including, without limitation, the benefit of
all covenants, undertakings, representations, warranties and obligations given, made or
undertaken to any Creditor in the Security Documents), (ii) all moneys, property and other
assets paid or transferred to or vested in any Creditor (or anyone else on such Creditor’s
behalf) or received or recovered by any Creditor (or anyone else on such Creditor’s
behalf)




20









 






	 	 	pursuant to, or in connection with, any of the Security Documents whether from any
Security Party or any other person and (iii) all moneys, investments, property and other
assets at any time representing or deriving from any of the foregoing, including all
interest, income and other sums at any time received or receivable by any Creditor (or
anyone else on such Creditor’s behalf) in respect of the same (or any part thereof);
	 
	 	 	“Underlying Documents” means the Shipbuilding Contracts, any Approved Employment Contract
and the Management Agreements;
	 
	 	 	“Underwriter” means DVB Bank SE, Nordic Branch acting for the purposes of this Agreement
through its branch at Strandgaten 18, P.O. Box 701 S, 5807 Bergen, Norway (or such other
address as may last have been notified to the other parties to this Agreement); and
	 
	 	 	“Unlawfulness” means any event or circumstance which either is or, as the case may be,
might in the opinion of the Agent become the subject of a notification by the Agent to the
Borrower under clause 12.1.






	1.3	 	Construction
	 
	 	 	In this Agreement, unless the context otherwise requires:
	 
	1.3.1	 	clause headings and the index are inserted for convenience of reference only and shall be
ignored in the construction of this Agreement;
	 
	1.3.2	 	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;
	 
	1.3.3	 	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 duly amended and/or supplemented and/or novated;
	 
	1.3.4	 	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 Government
Entity, central bank or any self-regulatory or other supra-national authority;
	 
	1.3.5	 	references to any person in or party to this Agreement shall include reference to such
person’s lawful successors and assigns and references to a Bank shall also include a
Transferee Bank;
	 
	1.3.6	 	words importing the plural shall include the singular and vice versa;




21









 






	1.3.7	 	references to a time of day are, unless otherwise stated, to London time;
	 
	1.3.8	 	references to a person shall be construed as references to an individual, firm, company,
corporation or unincorporated body of persons or any Government Entity;
	 
	1.3.9	 	references to a “guarantee” include references to an indemnity or any other kind of
assurance whatsoever (including, without limitation, any kind of negotiable instrument, bill
or note) against financial loss or other liability 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;
	 
	1.3.10	 	references to any statute or other legislative provision are to be construed as references
to any such statute or other legislative provision as the same may be re enacted or modified
or substituted by any subsequent statute or legislative provision (whether before or after the
date hereof) and shall include any regulations, orders, instruments or other subordinate
legislation issued or made under such statute or legislative provision;
	 
	1.3.11	 	a certificate by the Agent as to any amount due or calculation made or any matter whatsoever
determined in connection with this Agreement shall be conclusive and binding on the Borrower
except for manifest error;
	 
	1.3.12	 	if any document, term or other matter or thing is required to be approved, agreed or
consented to by any Creditor such approval, agreement or consent must be obtained in writing
unless the contrary is stated;
	 
	1.3.13	 	time shall be of the essence in respect of all obligations whatsoever of the Borrower under
this Agreement, howsoever and whensoever arising; and
	 
	1.3.14	 	the words “other” and “otherwise” shall not be construed eiusdem generis with any foregoing
words where a wider construction is possible.
	 
	1.4	 	Accounting terms and references to currencies
	 
	 	 	All accounting terms not otherwise defined in this Agreement shall have the meanings
assigned to them in accordance with US GAAP. Currencies are referred to in this Agreement
by the three letter currency codes (ISO 4217) allocated to them by the International
Organisation for Standardisation.






22











 






	1.5	 	Contracts (Rights of Third Parties Act) 1999
	 
	 	 	Except for clause 18.6.4, no part of this Agreement shall be enforceable under the
Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this
Agreement.
	 
	2	 	THE TOTAL COMMITMENT, ADVANCE OF THE LOAN AND USE OF PROCEEDS
	 
	2.1	 	Agreement to lend
	 
	 	 	The Banks, relying upon each of the representations and warranties in clause 7, agree to
lend to the Borrower, in three advances upon and subject to the terms of this Agreement,
the principal sum not exceeding forty nine million five hundred thousand Dollars
(USD49,500,000) being the aggregate of the Advances to be made available in the amounts
set out in Clause 2.5.2. The obligation of each Bank under this Agreement shall be to
contribute that proportion of each Advance which, as at each Drawdown Date, its Commitment
bears to the Total Commitment.
	 
	2.2	 	Obligations several
	 
	 	 	The obligations of the Creditors under this Agreement are several; the failure of any
Creditor to perform such obligations shall not relieve any other Creditor or the Borrower
of any of their respective obligations or liabilities under this Agreement nor shall any
Creditor be responsible for the obligations of any other Creditor (except for its own
obligations, if any, as a Bank) under this Agreement.
	 
	2.3	 	Interests several
	 
	 	 	Notwithstanding any other term of this Agreement (but without prejudice to the provisions
of this Agreement relating to or requiring action by the Banks) the interests of the
Creditors are several and the amount due to any Creditor is a separate and independent
debt. Each Creditor shall have the right to protect and enforce its rights arising out of
this Agreement and it shall not be necessary for any other Creditor to be joined as an
additional party in any Proceedings for this purpose.
	 
	2.4	 	Drawdown
	 
	 	 	Subject to the terms and conditions of this Agreement, each Advance shall be advanced to
the Borrower on the relevant Drawdown Date following receipt by the Agent from the
Borrower




23









 












	 	 	of a Drawdown Notice not later than 10:00 a.m. on the third Banking Day before the date on
which the Borrower proposes the relevant Advance is made available. Each Drawdown Notice
shall be effective on actual receipt by the Agent and, once given, shall, subject as
provided in clause 3.6.1, be irrevocable.
	 
	2.5	 	Timing and Limitation of the Loan and Advances
	 
	2.5.1	 	Advances may only be made on Banking Days falling within the Availability Period;
	 
	2.5.2	 	The amount of the Loan shall not exceed forty nine million five hundred thousand Dollars
(USD49,500,000) and shall be equal to the aggregate of (a) the lesser of (i) sixteen million
five hundred thousand Dollars (USD16,500,000) and (ii) 75% of the Market Value of “GAS ELIXIR”
on the relevant Drawdown Date, (b) the lesser of (i) sixteen million five hundred thousand
Dollars (USD16,500,000) and (ii) 75% of the Market Value of “GAS CERBERUS” on the relevant
Drawdown Date and (c) the lesser of (i) sixteen million five hundred thousand Dollars
(USD16,500,000) and (ii) 75% of the Market Value of “GAS MYTH” on the relevant Drawdown Date
(the Market Value in each case being determined by reference to the valuation to be provided
under item (n) of Part B of Schedule 3);
	 
	2.5.3	 	Each Advance shall be applied in payment to the Builder;
	 
	 	 	Provided that the Banks shall not make available any Advance in an amount which would
immediately require the Borrower to make a prepayment of the Loan or provide additional
security for the Loan pursuant to Clause 8.2.1, in which case the Banks will make
available the relevant Advance in a reduced amount which could not cause such requirement.
	 
	2.6	 	Availability
	 
	 	 	Upon receipt of a Drawdown Notice complying with the terms of this Agreement, the Agent
shall promptly notify each Bank and each Bank shall make available to the Agent its
portion of the relevant Advance for payment by the Agent in accordance with clause 6.2.
The Borrower acknowledges that payment of each Advance in accordance with Clause 2.4 shall
satisfy the obligation of the Banks to lend that part of the Loan to the Borrower under
this Agreement.




24









 












	2.7	 	Cancellation
	 
	 	 	Any part of the Total Commitment which remains undrawn and uncancelled at the end of the
Availability Period shall thereupon be automatically cancelled.
	 
	2.8	 	Use of proceeds
	 
	 	 	Without prejudice to the Borrower’s obligations under clause 8.1.4, no Creditor shall have
any responsibility for the application of the proceeds of the Loan or any part thereof by
the Borrower.
	 
	3	 	INTEREST AND INTEREST PERIODS
	 
	3.1	 	Normal interest rate
	 
	 	 	The Borrower agrees to pay interest on each Advance and the Loan in respect of each
Interest Period relating thereto on each Interest Payment Date at the rate per annum
determined by the Agent to be the aggregate of (a) the Margin and (b) LIBOR for such
period.
	 
	3.2	 	Selection of Interest Periods
	 
	 	 	Subject to clause 3.3, the Borrower may by notice received by the Agent not later than
10:00 a.m. on the third Banking Day before the beginning of each Interest Period specify
whether such Interest Period shall have a duration of three (3) months or such other
period as the Borrower may select and the Agent (acting on the instructions of the Banks)
may agree.
	 
	3.3	 	Determination of Interest Periods
	 
	 	 	Every Interest Period shall be of the duration specified by the Borrower pursuant to
clause 3.2 but so that:
	 
	3.3.1	 	the first Interest Period in respect of each Advance shall start on its Drawdown Date in
respect thereof, and each subsequent Interest Period shall start on the last day of the
previous Interest Period;
	 
	3.3.2	 	if any Interest Period would otherwise overrun a Repayment Date, then, in the case of the
last Repayment Date, such Interest Period shall end on such Repayment Date, and in the case of
any other Repayment Date the relevant Advance shall be divided into parts so that there is one
part in the amount of the repayment instalment due on each Repayment Date falling in




25









 












	 	 	that Interest Period and having an Interest Period ending on the relevant Repayment Date
and another part consisting of the balance of the relevant Advance having an Interest
Period ascertained in accordance with the other provisions of this clause 3;
	 
	3.3.3	 	if the Borrower fails to specify the duration of an Interest Period in accordance with the
provisions of clause 3.2 and this clause 3.3 such Interest Period shall have a duration of
three (3) months or such other period as shall comply with this clause 3.3.
	 
	3.4	 	Default interest
	 
	 	 	If the Borrower fails to pay any sum (including, without limitation, any sum payable
pursuant to this clause 3.4) on its due date for payment under any of the Security
Documents, the Borrower must pay interest on such sum on demand from the due date up to
the date of actual payment (as well after as before judgment) at a rate determined by the
Agent pursuant to this clause 3.4. The period starting on such due date and ending on
such date of payment shall be divided into successive periods of not more than three (3)
months as selected by the Agent each of which (other than the first, which shall start on
such due date) shall start on the last day of the preceding such period. The rate of
interest applicable to each such period shall be the aggregate (as determined by the
Agent) of (a) two per cent (2%) per annum, (b) the Margin and (c) LIBOR for such period.
Such interest shall be due and payable on the last day of each such period as determined
by the Agent and each such day shall, for the purposes of this Agreement, be treated as an
Interest Payment Date, provided that if such unpaid sum is an amount of principal which
became due and payable by reason of a declaration by the Agent under clause 10.2.2 or a
prepayment pursuant to clauses 4.3, 8.2.1(a) or 12.1, on a date other than an Interest
Payment Date relating thereto, the first such period selected by the Agent shall be of a
duration equal to the period between the due date of such principal sum and such Interest
Payment Date and interest shall be payable on such principal sum during such period at a
rate of two per cent (2%) above the rate applicable thereto immediately before it shall
have become so due and payable. If, for the reasons specified in clause 3.6.1, the Agent
is unable to determine a rate in accordance with the foregoing provisions of this clause
3.4, each Bank shall promptly notify the Agent of the cost of funds to such Bank and
interest on any sum not paid on its due date for payment shall be calculated at a rate
determined by the Agent to be two per cent (2%) per annum above the aggregate of the
Margin and the cost of funds to such Bank compounded at such intervals as such Bank
selects.




26









 












	3.5	 	Notification of Interest Periods and interest rate
	 
	 	 	The Agent agrees to notify the Borrower and the Banks promptly of the duration of each
Interest Period and of each rate of interest determined by it under this clause 3.
	 
	3.6	 	Market disruption; non-availability
	 
	3.6.1	 	Whenever, at any time prior to the commencement of any Interest Period:






	 	(a)	 	the Agent shall have determined that adequate and fair means do not exist
for ascertaining LIBOR during such Interest Period; or
	 
	 	(b)	 	the Agent shall have received notification from any Bank that deposits in
USD are not available to such Bank in the London Interbank Market in the ordinary
course of business in sufficient amounts to fund the Loan or its Contribution for
such Interest Period,






	 	 	the Agent must promptly give notice (a “Determination Notice”) thereof to the Borrower and
to each of the Banks. A Determination Notice shall contain particulars of the relevant
circumstances giving rise to its issue. After the giving of any Determination Notice the
undrawn amount of the Total Commitment shall not be borrowed until notice to the contrary
is given to the Borrower by the Agent.
	 
	3.6.2	 	Within ten (10) days of any Determination Notice being given by the Agent under clause
3.6.1, each Bank must certify an alternative basis (the “Alternative Basis”) for maintaining
its Contribution. The Alternative Basis may at the relevant Bank’s sole 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 such Bank equivalent to the
Margin. The Agent shall calculate the arithmetic mean of the Alternative Basis’ provided by
the relevant Banks (the “Substitute Basis”) and certify the same to the Borrower and the
Banks. The Substitute Basis so certified shall be binding upon the Borrower, and shall take
effect in accordance with its terms from the date specified in the Determination Notice until
such time as the Agent notifies the Borrower that none of the circumstances specified in
clause 3.6.1 continues to exist whereupon the normal interest rate fixing provisions of this
Agreement shall again apply
	 
	 	 	Provided that the Banks shall try to ensure that any loss suffered by the Borrower as a
result of the circumstances referred to above are kept to a minimum.




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	4	 	REPAYMENT AND PREPAYMENT
	 
	4.1	 	Repayment
	 
	 	 	Subject as otherwise provided in this Agreement, the Borrower must repay each Advance by
twenty eight (28) instalments in the amount of USD275,000 each, one such instalment to be
repaid on each of the Repayment Dates in respect of that Advance together with a balloon
instalment in respect of each Advance in the amount of USD8,800,000 (the “Balloon
Instalment”) payable on the final Repayment Date in respect of that Advance PROVIDED THAT
if less than USD 16,500,000 is drawn down in respect of any Advance, the amount of each
Repayment Instalment, including the Balloon Instalment in respect of that Advance, shall
be reduced proportionately.
	 
	4.2	 	Voluntary prepayment
	 
	 	 	Subject always to its obligations under clauses 4.5 and 4.6, the Borrower may prepay the
Loan or any Advance in whole or part (such part being in an amount of two hundred and
seventy five thousand Dollars (USD275,000) or any larger sum which is an integral multiple
thereof) on any Interest Payment Date relating to the part of the Loan or the relevant
Advance to be repaid without premium or penalty.
	 
	4.3	 	Mandatory Prepayment on Total Loss
	 
	 	 	On the date falling one hundred and twenty (120) days after that on which a Mortgaged Ship
became a Total Loss or, if earlier, within 5 Banking Days from the date upon which the
relevant insurance proceeds are, or Requisition Compensation (as defined in the Mortgage
for such Ship) is, received by the relevant Owner (or the Security Trustee or any other
Bank pursuant to the Security Documents), the Borrower must prepay the Advance relating to
that Mortgaged Ship.
	 
	4.3.1	 	Interpretation
	 
	 	 	For the purpose of this Agreement, a Total Loss shall be deemed to have occurred:






	 	(a)	 	in the case of an actual total loss of a 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;




28









 







	 	(b)	 	in the case of a constructive total loss of a Ship, upon the date and at
the time notice of abandonment of such Ship is given to the then insurers of such
Ship (provided a claim for total loss is admitted by such insurers) or, if such
insurers do not immediately admit such a claim, at the date and at the time at which
either a total loss is subsequently admitted by such insurers or a total loss is
subsequently adjudged by a competent court of law or arbitration tribunal to have
occurred;
	 
	 	(c)	 	in the case of a compromised or arranged total loss of a Ship, on the date
upon which a binding agreement as to such compromised or arranged total loss has been
entered into by the then insurers of such Ship;
	 
	 	(d)	 	in the case of compulsory acquisition, 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 a ship (other than within the definition of compulsory
acquisition) by any Government Entity, or by persons allegedly acting or purporting
to act on behalf of any Government Entity, which deprives the relevant Owner of the
use of such ship for more than (i) in the case of hijacking, theft and capture, sixty
(60) days and (ii) otherwise, thirty (30) days, upon the expiry of the period of (i)
in the case of hijacking, theft and capture, sixty (60) days and (ii) otherwise,
thirty (30) days, after the date upon which the relevant incident occurred.






	4.4	 	Mandatory prepayment on sale of Mortgaged Ship
	 
	 	 	On the date of completion of the sale of a Mortgaged Ship the Borrower must prepay the
Advance relating to that Mortgaged Ship.
	 
	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;
	 
	4.5.3	 	if the Loan or any part thereof is prepaid under clause 4.2 using Borrowed Moneys borrowed
from a bank or financial institution other than the Banks




29









 








	 	(a)	 	prior to the first anniversary of the Execution Date, for payment to the
Banks pro rata according to their contributions, a prepayment free of 3% of the
amount so prepaid; or
	 
	 	(b)	 	prior to the second anniversary of the Execution Date, for payment to the
Banks pro rata according to their contributions, a prepayment fee of 2% of the amount
so prepaid; or
	 
	 	(c)	 	prior to the third anniversary of the Execution Date, for payment to the
Banks pro rata according to their contributions, a prepayment fee of 1% of the amount
so prepaid; and






	4.5.4	 	all other sums payable by the Borrower to the Creditors under this Agreement or any of the
other Security Documents including, without limitation, any accrued commitment commission
payable under clause 5.1 and any Break Costs
	 
	 	 	Provided that if, following a prepayment under clauses 4.3 and 4.4, the Borrower would be
required to make a prepayment or provided additional security under clause 8.2.1, the
Borrower shall also make a prepayment of the remaining Advances in accordance with clause
8.2.1
	 
	 	 	provided further that if the ratio of the aggregate of the Loan to the value of the
Mortgaged Ships and other security provided therefor is less after such sale or total loss
and prepayment, then the Borrower shall make an additional prepayment of the Loan to
extinguish such shortfall.
	 
	4.6	 	Notice of prepayment; reduction of repayment instalments
	 
	4.6.1	 	No prepayment may be effected under clause 4.2 unless the Borrower shall have given the
Agent at least five (5) Banking Days prior written notice of its intention to make such
prepayment. Every notice of prepayment shall be effective only on actual receipt by the
Agent, shall be irrevocable, shall specify the amount to be prepaid and the Advance against
which the prepayment is to be applied and shall oblige the Borrower to make such prepayment on
the date specified.
	 
	4.6.2	 	Any amounts prepaid pursuant to clause 4.2 shall be applied against the specified Advance in
reducing the relevant Balloon Instalment and thereafter the relevant repayment instalments in
inverse order of their due dates for payment.




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	4.6.3	 	The Borrower may not prepay any part of an Advance or the Loan except as expressly provided
in this Agreement.
	 
	4.6.4	 	No amount prepaid may be reborrowed.
	 
	5	 	FEES, COMMITMENT COMMISSION AND EXPENSES
	 
	5.1	 	Fees
	 
	 	 	The Borrower agrees to pay to the Agent:
	 
	5.1.1	 	for the account of the Banks (pro rata in accordance with their Commitments) an arrangement
fee of USD200,000 payable on the Execution Date;
	 
	5.1.2	 	for the account of the Banks (pro rata in accordance with their Commitments) a drawing fee
of USD75,000 in respect of each Advance which is drawn down hereunder, payable on the Drawdown
Date in respect of that Advance;
	 
	5.1.3	 	for the account of the Banks pro rata in accordance with their Commitments, on each of the
dates falling at three (3) monthly intervals after 17 December 2010 (the “Commitment Date”)
until the last day of the Availability Period, on each Drawdown Date and on the last day of
the Availability Period, commitment commission computed from the Commitment Date (in the case
of the first payment of commission) and from the date of the preceding payment of commission
(in the case of each subsequent payment) at the rate of one point two five per cent. (1.25%)
per annum on the daily undrawn amount of the Total Commitment;
	 
	5.1.4	 	for its own account, an administration fee of USD10,000 per annum payable as to USD2,500 in
advance on the Execution Date and USD2,500 quarterly thereafter (each an “Administration Fee
Date”);
	 
	5.1.5	 	for its own account at any time when there is more than one Bank, an agency fee of USD15,000
per annum payable as to USD3,750 in advance on the first Administration Fee Date falling after
the date of the first Transfer Certificate and USD3,750 quarterly thereafter.
	 
	 	 	The fees and commission referred to in clause 5.1 must be paid by the Borrower to the
Agent, whether or not any part of the Total Commitment is ever advanced and, in each case,
are non-refundable.




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	5.2	 	Expenses
	 
	 	 	The Borrower agrees to reimburse the Agent on a full indemnity basis on demand all
expenses and/or disbursements whatsoever (including without limitation legal, printing and
out of pocket expenses) certified by the Creditors as having been incurred by them from
time to time:
	 
	5.2.1	 	in connection howsoever with the negotiation, preparation, execution and, where relevant,
registration of the Security Documents and of any contemplated or actual amendment, or
indulgence or the granting of any waiver or consent howsoever in connection with, any of the
Security Documents and the syndication of the Loan; and
	 
	5.2.2	 	in contemplation or furtherance of, or otherwise howsoever in connection with, the exercise
or enforcement of, or preservation of any rights, powers, remedies or discretions under, any
of the Security Documents, or in consideration of the Creditors’ rights thereunder or any
action proposed or taken following the occurrence of a Default 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 and/or disbursements 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 must 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 Creditors or any of them under this
Agreement must, 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 must pay all stamp, documentary, registration or other like duties or taxes
(including any duties or taxes payable by any of the Creditors) imposed on or in
connection with any of the Underlying Documents, the Security Documents or the Loan and
agree to indemnify the Creditors or any of them against any liability arising by reason of
any delay or omission by the Borrower to pay such duties or taxes.




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	6	 	PAYMENTS AND TAXES; ACCOUNTS AND CALCULATIONS
	 
	6.1	 	No set-off or counterclaim
	 
	 	 	All payments to be made by the Borrower under any of the Security Documents must 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 USD on the due date to such
account at such bank and in such place as the Agent may from time to time specify for this
purpose. Save as otherwise provided in this Agreement or any relevant Security Documents,
such payments shall be for the account of all Banks and the Agent shall distribute such
payments in like funds as are received by the Agent to the Banks rateably with their
respective Contribution.
	 
	6.2	 	Payment by the Banks
	 
	 	 	All sums to be advanced by the Banks to the Borrower under this Agreement shall be
remitted in USD on the relevant Drawdown Date to the account of the Agent at such bank as
the Agent may have notified to the Banks and shall be paid by the Agent on such date in
like funds as are received by the Agent to the account specified in the Drawdown Notice.
	 
	6.3	 	Non-Banking Days
	 
	 	 	When any payment under any of the Security Documents would otherwise be due on a day which
is not a Banking Day, the due date for payment shall be extended to the next following
Banking Day unless such Banking Day falls in the next calendar month in which case payment
shall be made on the immediately preceding Banking Day.
	 
	6.4	 	Calculations
	 
	 	 	All interest and other payments of an annual nature under any of the Security Documents
shall accrue from day to day and be calculated on the basis of actual days elapsed and a
three hundred and sixty (360) days year.
	 
	6.5	 	Currency of account
	 
	 	 	If any sum due from the Borrower under any of the Security Documents, or under any order
or judgment given or made in relation thereto, must be converted from the currency (“the
first currency”) in which the same is payable thereunder into another currency (“the
second




33









 












	 	 	currency”) for the purpose of (i) making or filing a claim or proof against the Borrower,
(ii) obtaining an order or judgment in any court or other tribunal or (iii) enforcing any
order or judgment given or made in relation thereto, the Borrower undertakes to indemnify
and hold harmless each Creditor from and against any loss suffered as a result of any
discrepancy between (a) the rate of exchange used for such purpose to covert the sum in
question from the first currency into the second currency and (b) the rate or rates of
exchange at which such Creditor may in the ordinary course of business purchase the first
currency with the second currency upon receipt of a sum paid to it in satisfaction, in
whole or in part, of any such order, judgment, claim or proof. Any amount due from the
Borrower under this clause 6.5 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.
	 
	6.6	 	Grossing-up for Taxes — by the Borrower
	 
	 	 	If at any time the Borrower must make any deduction or withholding in respect of Taxes
from any payment due under any of the Security Documents for the account of any Creditor
or if the Agent or the Security Trustee must make any deduction or withholding from a
payment to another Creditor or withholding in respect of Taxes from any payment due under
any of the Security Documents, the sum due from the Borrower in respect of such payment
must be increased to the extent necessary to ensure that, after the making of such
deduction or withholding, the relevant Creditor receives on the due date for such payment
(and retains, free from any liability in respect of such deduction or withholding), a net
sum equal to the sum which it would have received had no such deduction or withholding
been required to be made and the Borrower must indemnify each Creditor against any losses
or costs incurred by it by reason of any failure of the Borrower to make any such
deduction or withholding or by reason of any increased payment not being made on the due
date for such payment. The Borrower must promptly deliver to the Agent any receipts,
certificates or other proof evidencing the amounts (if any) paid or payable in respect of
any deduction or withholding as aforesaid.
	 
	6.7	 	Grossing-up for Taxes — by the Banks
	 
	 	 	If at any time a Bank must make any deduction or withholding in respect of Taxes from any
payment due under any of the Security Documents for the account of the Agent or the




34









 












	 	 	Security Trustee, the sum due from such Bank in respect of such payment must be increased
to the extent necessary to ensure that, after the making of such deduction or withholding,
the Agent or, as the case may be, the Security Trustee receives on the due date for such
payment (and retains free from any liability in respect of such deduction or withholding)
a net sum equal to the sum which it would have received had no such deduction or
withholding been required to be made and each Bank must indemnify the Agent and the
Security Trustee against any losses or costs incurred by it by reason of any failure of
such Bank to make any such deduction or withholding or by reason of any increased payment
not being made on the due date for such payment.
	 
	6.8	 	Loan account
	 
	 	 	Each Bank agrees to maintain, in accordance with its usual practice, an account evidencing
the amounts from time to time lent by, owing to and paid to it under the Security
Documents. The Agent and/or the Security Trustee agrees to maintain a control account
(being, in the case of any Mortgage which is in statutory form, the “Account Current”
referred to in such Mortgage) showing the Loan and other sums owing by the Borrower under
the Security Documents and all payments in respect thereof being made from time to time.
The control account shall, in the absence of manifest error, be conclusive as to the
amount from time to time owing by the Borrower under the Security Documents.
	 
	6.9	 	Agent may assume receipt
	 
	 	 	Where any sum is to be paid under the Security Documents to the Agent or, as the case may
be, the Security Trustee for the account of another person, the Agent or, as the case may
be, the Security Trustee may assume that the payment will be made when due and the Agent
or, as the case may be, the Security Trustee may (but shall not be obliged to) make such
sum available to the person so entitled. If it proves to be the case that such payment
was not made to the Agent or, as the case may be, the Security Trustee, then the person to
whom such sum was so made available must on request refund such sum to the Agent or, as
the case may be, the Security Trustee together with interest thereon sufficient to
compensate the Agent or, as the case may be, the Security Trustee for the cost of making
available such sum up to the date of such repayment and the person by whom such sum was
payable must indemnify the Agent or, as the case may be, the Security Trustee for any and
all loss or expense which the Agent or, as the case may be, the Security Trustee may
sustain or incur as a consequence of such sum not having been paid on its due date.




35









 












	6.10	 	Partial payments
	 
	 	 	If, on any date on which a payment is due to be made by the Borrower under any of the
Security Documents, the amount received by the Agent from the Borrower falls short of the
total amount of the payment due to be made by the Borrower on such date then, without
prejudice to any rights or remedies available to the Agent, the Security Trustee and the
Banks under any of the Security Documents, the Agent must apply the amount actually
received from the Borrower in or towards discharge of the obligations of the Borrower
under the Security Documents in the following order, notwithstanding any appropriation
made, or purported to be made, by the Borrower:
	 
	6.10.1	 	first, in or towards payment, on a pro-rata basis, of any unpaid costs and expenses of the
Agent and the Security Trustee under any of the Security Documents;
	 
	6.10.2	 	secondly, in or towards payment of any fees payable to the Arranger, the Agent or any of the
other Creditors under, or in relation to, the Security Documents which remain unpaid;
	 
	6.10.3	 	thirdly, in or towards payment to the Banks, on a pro rata basis, of any accrued interest
owing in respect of the Loan which shall have become due under any of the Security Documents
but remains unpaid;
	 
	6.10.4	 	fourthly, in or towards payment to the Banks, on a pro rata basis, of any principal in
respect of the Loan which shall have become due but remains unpaid;
	 
	6.10.5	 	fifthly, in or towards payment to the Banks, on a pro rata basis, 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 and which amounts are so payable under this
Agreement; and
	 
	6.10.6	 	sixthly, in or towards payment to the relevant person of any other sum which shall have
become due under any of the Security Documents but remains unpaid (and, if more than one such
sum so remains unpaid, on a pro rata basis).
	 
	 	 	The order of application set out in clauses 6.10.2 to 6.10.5 may be varied by the Agent if
the Banks so direct, without any reference to, or consent or approval from, the Borrower.




36









 












	7	 	REPRESENTATIONS AND WARRANTIES
	 
	7.1	 	Continuing representations and warranties
	 
	 	 	The Borrower represents and warrants to each Creditor that:
	 
	7.1.1	 	Due incorporation
	 
	 	 	each of the Security Parties is duly incorporated and validly existing in good standing,
under the laws of its respective country of incorporation, in each case, as a corporation
and has power and authority to carry on its respective businesses as it is now being
conducted and to own its respective property and other assets, to which it has
unencumbered legal and beneficial title except as disclosed to the Agent in writing;
	 
	7.1.2	 	Corporate power
	 
	 	 	each of the Security Parties has power and authority to execute, deliver and perform its
obligations and, as the case may be, to exercise its rights under the Underlying Documents
and the Security Documents to which it is a party; all necessary corporate, shareholder
and other action has been taken to authorise the execution, delivery and on the execution
of the Security Documents performance of the same and no limitation on the powers of the
Borrower to borrow or any other Security Party to howsoever incur liability and/or to
provide or grant security will be exceeded as a result of borrowing any part of the Loan;
	 
	7.1.3	 	Binding obligations
	 
	 	 	the Underlying Documents and the Security Documents, when executed, will constitute valid
and legally binding obligations with full force and effect of the relevant Security
Parties enforceable in accordance with their respective terms and admissible in evidence
and the Security Documents will create first priority Encumbrances;
	 
	7.1.4	 	No conflict with other obligations
	 
	 	 	the execution and delivery of, the performance of their obligations under, and compliance
with the provisions of, the 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 any Security Party is
subject, (ii) conflict with, or result in any breach of any of the terms of, or constitute
a default under, any




37









 












	 	 	agreement or other instrument to which any 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 any Security Party or (iv) result in the creation or
imposition of or oblige any of the Security Parties or their Related Companies to create
any Encumbrance (other than a Permitted Encumbrance) on any of the undertakings, assets,
rights or revenues of any of the Security Parties or their Related Companies;
	 
	7.1.5	 	Encumbrances
	 
	 	 	there are no Encumbrances (other than Permitted Encumbrances) on any of the undertakings,
assets, rights or revenues of any of the Security Parties or their Related Companies;
	 
	7.1.6	 	No default
	 
	 	 	no Default has occurred;
	 
	7.1.7	 	No litigation
	 
	 	 	no Proceedings are current, pending or, to the knowledge of the officers of the Borrower,
threatened against any of the Security Parties or their Related Companies or their assets
which could have a material adverse effect on the business, assets or financial condition
of any of the Security Parties or their Related Companies and these exist no judgments,
orders, injunctions which would materially affect the obligations of the Security Parties
under the Security Documents;
	 
	7.1.8	 	No filings required
	 
	 	 	except for the registration of the Mortgages in the relevant register 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 any of the Security Documents that they or any other instrument be notarised,
filed, recorded, registered or enrolled in any court, public office or elsewhere in any
Pertinent Jurisdiction or that any stamp, registration or similar tax or charge be paid in
any Pertinent 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 Pertinent Jurisdiction;




38









 












	7.1.9	 	Required Authorisations and legal compliance
	 
	 	 	all Required Authorisations have been obtained or effected and are in full force and
effect and no Security Party has in any way contravened any applicable law, statue, rule
or regulation (including all such as relate to money laundering);
	 
	7.1.10	 	Choice of law
	 
	 	 	the choice of English law to govern the Underlying Documents and the Security Documents
(other than the choice of (i) the law of the Flag State to govern the Mortgages and (ii)
Greek law to govern the Earnings Accounts Pledges) and the submissions by the Security
Parties to the jurisdiction of the English courts and the obligations of such Security
Parties associated therewith, are valid and binding;
	 
	7.1.11	 	No immunity
	 
	 	 	no Security Party nor any of their assets is entitled to immunity on the grounds of
sovereignty or otherwise from any Proceedings whatsoever;
	 
	7.1.12	 	Financial statements correct and complete
	 
	 	 	the latest quarterly reports, annual reports and financial statements filed with (or
furnished to) the Securities and Exchange Commission in New York (the “SEC”) in respect of
the relevant fiscal year and as delivered to the Agent have been or will have been
prepared in accordance with US GAAP consistently applied and present or will present
fairly and accurately the financial position of the Borrower and the combined financial
position of the Group as at the date thereof and the results of the operations of the
Borrower and the combined results of the operations of the Group for the fiscal year ended
on such date and, as at such date, none of the Borrower, the Guarantors, and their
respective Related Companies had or will have had any material liabilities (contingent or
otherwise) or any unrealised or anticipated losses which are not disclosed by, or reserved
against or provided for in, such quarterly reports, annual reports and financial
statements.
	 
	7.1.13	 	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




39









 








	 	 	unsecured and unsubordinated Indebtedness of the Borrower except for obligations which are
mandatorily preferred by operation of law and not by contract;
	 
	7.1.14	 	Information
	 
	 	 	all information, whatsoever provided by any Security Party to the Creditors in connection
with the negotiation and preparation of the Security Documents is true and accurate in all
material respects and not misleading, does 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;
	 
	7.1.15	 	No withholding Taxes
	 
	 	 	no Taxes anywhere are imposed whatsoever by withholding or deduction or otherwise on any
payment to be made by any Security Party under the Underlying Documents or the Security
Documents to which such Security Party is or is to be a party 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;
	 
	7.1.16	 	No Encumbrance
	 
	 	 	no Owner has previously charged, encumbered or assigned the benefit of any of its rights,
title and interest in or to its Ship and such benefit and all such rights, title and
interest are freely assignable and capable of being charged in the manner contemplated by
the Security Documents;
	 
	7.1.17	 	The Ships
	 
	 	 	throughout the Facility Period each Ship will, following its Delivery Date, be:






	 	(a)	 	classed with the relevant Classification free of all requirements and
recommendations of the relevant Classification Society;
	 
	 	(b)	 	in compliance with the ISM Code and the ISPS Code and operationally
seaworthy and in every way fit for service; and
	 
	 	(c)	 	insured in accordance with the relevant Ship Security Documents;




40









 












	7.1.18	 	Ships’ employment
	 
	 	 	save for any Approved Employment Contract, no Ship is or will 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
(such consent not to be unreasonably withheld) of the Agent or, as the context may
require, the Security Trustee and there will not be any agreement or arrangement whereby
the Earnings (as defined in the relevant Ship Security Documents) may be shared or pooled
howsoever with any other person;
	 
	7.1.19	 	Breach of charter
	 
	 	 	none of the parties to any Approved Employment Contract has committed a material breach of
or has omitted to observe any of its obligations or undertakings thereunder;
	 
	7.1.20	 	Freedom from Encumbrances
	 
	 	 	no Ship, nor its Earnings, Insurances or Requisition Compensation (each as defined in the
relevant Ship Security Documents) nor the Earnings Account nor the Retention Account nor
any Approved Employment Contract nor any other properties or rights which are, or are to
be, the subject of any of the Security Documents nor any part thereof are or will be
subject to any Encumbrance except Permitted Encumbrances;
	 
	7.1.21	 	Environmental Matters
	 
	 	 	except as may already have been disclosed by the Borrower in writing to, and acknowledged
and accepted in writing by, the Agent:






	 	(a)	 	the Borrower and the other Relevant Companies 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 Companies 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;




41









 








	 	(c)	 	no Environmental Claim has been made or threatened or pending against the
Borrower, any other Relevant Company or, to the best of the Borrower’s knowledge and
belief (having made due enquiry), any of their respective Environmental Affiliates;
and
	 
	 	(d)	 	there has been no Environmental Incident;






	7.1.22	 	ISM and ISPS Code
	 
	 	 	the Borrower and the Owners have complied with and continue to comply with and have
procured that the Managers of the Ships have complied with and continue to comply with the
ISM Code, the ISPS Code and all other statutory and other requirements relative to their
business and in particular they or the Managers have obtained and maintains a valid DOC
and SMC for the Ships and that they and the Managers have implemented and continue to
implement an ISM SMS;
	 
	7.1.23	 	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 combined financial position of the Borrower, the Guarantors
and their respective Related Companies, from that described by the Borrower to the
Creditors or any of them in the negotiation of this Agreement;
	 
	7.1.24	 	Copies true and complete
	 
	 	 	the Certified Copies of the constitutional documents of the Security Parties and the
Certified Copies or originals of the Underlying Documents delivered or to be delivered to
the Agent pursuant to clause 9.1 are, or will when delivered be, true and complete copies
or, as the case may be, originals of such documents; and such documents constitute valid
and binding obligations of the parties thereto enforceable in accordance with their
respective terms and there have been no amendments or variations thereof or defaults
thereunder; and
	 
	7.1.25	 	No business
	 
	 	 	no Owner has undertaken any business or employed any person or incurred any obligations in
respect of any pension scheme, save in respect of the Master, officers and crew of the
Ship owned by it;




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	7.1.26	 	Ownership of Guarantors
	 
	 	 	all the shares in each Guarantor are legally and beneficially owned and controlled by the Borrower;
	 
	7.1.27	 	Insolvency
	 
	 	 	none of the Security Parties is unable or has admitted inability to pay its debts as they
fall due; has suspended making payments on any of its debts or has announced an intention
to do so; is or has become insolvent; or has negative net worth (taking into account
contingent liabilities); or has suffered the declaration of a moratorium in respect of any
of its Indebtedness;
	 
	7.1.28	 	Accounting reference date
	 
	 	 	The Borrower’s and the Guarantors’ accounting reference date is 31 December;


	 
	7.1.29	 	
Intellectual Property
	 
	 	 	each Security Party has licensed to it on normal commercial terms all the Intellectual
Property which is material in the context of its business and which is required by it in
order to carry on its business as it is being conducted and as contemplated and does not,
in carrying on its business, infringe any Intellectual Property of any third party in any
respect and has taken all formal or procedural actions (including payment of fees)
required to maintain any material Intellectual Property owned by it;
	 
	7.1.30	 	Adverse consequences
	 
	 	 	the jurisdiction of incorporation of the Borrower will not in any way adversely affect any
of the Creditors or their rights under the Security Documents;
	 
	7.1.31	 	Managers
	 
	 	 	the Managers are fit and proper commercial and technical managers of the Ships with the
sufficient and fully trained personnel, experience and ability to perform their
obligations in accordance with all applicable laws and regulations and in accordance with
first class international ship management practice; and




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	7.1.32 	Prohibited Persons, unlawful activity






	 	(a)	 	none of the shares in any of the Guarantors nor in any of the Ships are or
will be at any time during the Facility Period legally and beneficially owned and
controlled by a Prohibited Person;
	 
	 	(b)	 	no Prohibited Person has or will have at any time during the Facility
Period any legal or beneficial interest of any nature whatsoever in any of the shares
of any of the Guarantors, the Collateral Guarantors, the Commercial Manager or, to
the best of its knowledge, the Borrower;
	 
	 	(c)	 	no title in any property or other assets subject to an Encumbrance created
by a Security Document has been obtained in breach of any existing applicable law,
statute, rule or regulation.






	7.2	 	Repetition of representations and warranties
	 
	 	 	On each day throughout the Facility Period, the Borrower shall be deemed to repeat the
representations and warranties in clause 7 updated mutatis mutandis as if made with
reference to the facts and circumstances existing on such day.
	 
	8	 	UNDERTAKINGS
	 
	8.1	 	General
	 
	 	 	The Borrower undertakes with each Creditor that, from the Execution Date until the end of
the Facility Period, it will:
	 
	8.1.1	 	Notice of Default and Proceedings
	 
	 	 	promptly inform the Agent, and procure that each Guarantor shall promptly inform the
Agent, of (a) any Default and of any other circumstances or occurrence which might
adversely affect the ability of any Security Party to perform its obligations under any of
the Security Documents and (b) as soon as the same is instituted or threatened, details of
any Proceedings involving any Security Party which could have a material adverse effect on
that Security Party and/or the operation of any Ship and will from time to time, if so
requested by the Agent, confirm to the Agent in writing that, save as otherwise stated in
such confirmation, no Default has occurred and is continuing and no such Proceedings are
on foot or threatened;




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	8.1.2	 	Authorisation
	 
	 	 	obtain or cause to be obtained, maintain in full force and effect and comply fully with
all Required Authorisations, provide the Agent with Certified Copies of the same and do,
or cause to be done, all other acts and things which may from time to time be necessary or
desirable under any applicable law (whether or not in the Pertinent Jurisdiction) for the
continued due performance of all the obligations of the Security Parties under each of the
Security Documents;
	 
	8.1.3	 	Corporate Existence
	 
	 	 	ensure that each Security Party maintains its corporate existence as a body corporate duly
organised and validly existing and in good standing under the laws of the Pertinent
Jurisdiction;
	 
	8.1.4	 	Use of proceeds
	 
	 	 	use the Loan exclusively for the purposes specified in clauses 1.1 and 2.5.3;
	 
	8.1.5	 	Pari passu
	 
	 	 	ensure that their obligations under this Agreement shall, without prejudice to the
provisions of clause 8.3, at all times rank at least pari passu with all their other
present and future unsecured and unsubordinated Indebtedness with the exception of any
obligations which are mandatorily preferred by law and not by contract;
	 
	8.1.6	 	Financial statements
	 
	 	 	provide to the Agent, at the same time as the same are filed with (or furnished to) the
SEC, all quarterly reports (containing unaudited financial statements, including a balance
sheet and statement of income, changes in stockholders’ equity and cash flow and a
management’s discussion and analysis of financial condition and results of operations (or
equivalent disclosure)) and annual reports containing the information required to be
contained therein for such fiscal year which are required to be filed with (or furnished
to) the SEC.
	 
	8.1.7	 	Delivery of reports
	 
	 	 	deliver to the Agent, and procure that the Guarantors shall deliver to the Agent,
concurrently with the issue thereof as many Certified Copies as the Agent may reasonably
require of every




45









 












	 	 	report, circular, notice or like document issued by any Relevant Company to its
shareholders or creditors generally;
	 
	8.1.8	 	Reimbursement of MII & MAP Policy premiums
	 
	 	 	reimburse the Agent and/or the Banks on the first Drawdown Date and annually thereafter,
on the Agent’s written demand, the amount of the premium payable by the Banks or the Agent
on their behalf for the MII & MAP Policy;
	 
	8.1.9	 	Provision of further information, know-your-customer
	 
	 	 	provide the Agent, and procure that the Guarantors and the Managers shall provide the
Agent, with such financial or other information concerning any Relevant Company and any
Subsidiary of the Borrower and the vessels owned or operated by them, and their respective
affairs and activities including, but not limited to, financial standing, Indebtedness,
balance sheet, repayment schedules, operating expenses, charter arrangements, time-charter
hire commitments and operations as the Agent or any Bank (acting through the Agent) may
from time to time reasonably require and all other documentation and information as any
Bank may from time to time require in order to comply with its, and all other relevant,
know-your-customer regulations;
	 
	8.1.10	 	Provision of bank statements
	 
	 	 	provide the Agent, and shall procure that the Guarantors shall provide the Agent, at the
Agent’s request, with copy, in an electronic format, of all bank statements relating to
accounts held by the Guarantors, whether jointly or in their own name;
	 
	8.1.11	 	Obligations under Security Documents
	 
	 	 	duly and punctually perform each of the obligations expressed to be imposed or assumed by
it under the Security Documents and Underlying 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;




46









 








	8.1.12	 	Compliance with ISM Code
	 
	 	 	and will procure that any Operator will, comply with and ensure that the Ships and any
Operator complies with the requirements of the ISM Code, including (but not limited to)
the maintenance and renewal of valid certificates pursuant thereto throughout the Security
Period (as defined in the relevant Mortgage) and with any existing applicable law,
statute, rule or regulation;
	 
	8.1.13	 	Withdrawal of DOC and SMC
	 
	 	 	and will procure that the Owners will, immediately inform the Agent if there is any
threatened or actual withdrawal of any Owner’s or any Operator’s DOC or the SMC of any
Mortgaged Ship;
	 
	8.1.14	 	Issuance of DOC and SMC
	 
	 	 	and will procure that the Owners and any Operator will, promptly inform the Agent upon the
issue to any Owner or any Operator of a DOC and to any Mortgaged Ships of an SMC or the
receipt by any Owner or any Operator of notification that its application for the same has
been refused;
	 
	8.1.15	 	ISPS Code Compliance
	 
	 	 	and will procure that the Owners, the Managers or any Operator will:






	 	(a)	 	maintain at all times a valid and current ISSC in respect of each
Mortgaged Ship;
	 
	 	(b)	 	immediately notify the Agent in writing of any actual or threatened
withdrawal, suspension, cancellation or modification of the ISSC in respect of a
Mortgaged Ship; and
	 
	 	(c)	 	procure that each Mortgaged Ship will comply at all times with the ISPS
Code;






	8.1.16	 	Financial Covenants of the Group
	 
	 	 	procure that






	 	(a)	 	the ratio of EBITDA to Interest Expense shall at all times be at least 2.5
to 1;






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	 	(b)	 	the Total Liabilities (in USD) of the Group shall be no more than
80% of the Total Assets (in USD and adjusted for market values of ships) of the
Group; and
	 
	 	(c)	 	the Borrower shall maintain at all times free of any Encumbrance (other
than any created by the Security Documents), an amount in cash or cash equivalent of
not less than USD10,000,000






	 	 	provided that if any Relevant Company is required, in relation to any of its Indebtedness,
to comply with any covenants (the “Related Covenants”) which are equivalent or similar to
those set out in this Clause 8.1.16, but impose (respectively), a greater ratio (in
respect of (a) above) or a lower percentage (in respect of (b) above), then the Borrowers
shall procure that the Related Covenants are complied with in place of the relevant one of
those set out above.






	8.1.17	 	ISO 9001 standards
	 
	 	 	and will procure that the Owners, the Managers and any Operator will, manage and in all
other respects operate each of the Ships in accordance with ISO 9001 standards (as and
when the same shall apply to the Ships); and
	 
	8.1.18	 	Compliance with Laws and payment of taxes
	 
	 	 	and will procure that the Owners, the Managers, the Ships and any charterer of the Ships
will, comply with all relevant Environmental Laws, national or international laws,
statutes, regulations, directives, decrees or analogous rules (including, but not limited
to, laws relating to any trading prohibition imposed by the Flag State, the country of
incorporation of the Borrower and the Owners or the country of nationality of any crew
member of any Ship by which the Owner of such Ship is bound or any rules relating to
international sanctions) and have at all times all trading certificates necessary to carry
out the trade in which the Ship is engaged at any relevant time and pay all taxes for
which it, each Owner and each Manager is liable as they fall due;
	 
	8.1.19	 	The Ships
	 
	 	 	procure that throughout the Facility Period each Mortgaged Ship (and in relation to (a),
her Earnings and Insurances, as defined in, and in accordance with the requirements of,
the Ship Security Documents) will, except as the Agent, acting on the instructions of the
Banks, may otherwise permit, be:




48









 












	 	(a)	 	in the absolute sole, legal and beneficial ownership, free of
Encumbrances, of the relevant Owner;
	 
	 	(b)	 	registered through the offices of the relevant Registry as a ship under
the laws and flag of the relevant Flag State;
	 
	 	(c)	 	in compliance with the ISM Code and the ISPS Code and operationally
seaworthy and in every way fit for service;
	 
	 	(d)	 	classed with the relevant Classification free of all requirements and
recommendations of the relevant Classification Society;
	 
	 	(e)	 	managed in accordance with the terms of the relevant Management
Agreements; and
	 
	 	(f)	 	insured in accordance with the relevant Ship Security Documents;






	8.1.20	 	Ship information
	 
	 	 	provide the Agent, and shall procure that the Guarantors shall provide the Agent, promptly
on request with all such information as it may from time to time require in relation to
each Mortgaged Ship, her Insurances (as defined in, and in accordance with the
requirements of, the Ship Security Documents), 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, as well as quarterly reports on
the financial and operating performance of each Mortgaged Ship in such form as the Agent
may approve or require and all such information as it may from time to time require to
determine the Market Value of each Mortgaged Ship in accordance with clause 8.2.2;
	 
	8.1.21	 	Charters etc.
	 
	 	 	provided it has first obtained the consent of the Agent or any other Creditors to the
entry of any Owner into a charterparty, in accordance with the relevant Ship Security
Documents (i) deliver to the Agent a Certified Copy of any Approved Employment Contract
forthwith after its execution, (ii) forthwith on the Agent’s request procure that the
Owners execute (1) a Charter Assignment of any such charter or other contract of
employment in favour of the Security Trustee, (2) in the case that the Approved Employment
Contract is a bareboat charter, execute, and procure the execution by the charterer of, a
Tripartite Deed in relation thereto




49









 






	 	 	and (3) any notice of assignment required in connection therewith, and promptly procure
the acknowledgement of any such notice of assignment by the relevant charterer (including
any Approved Charterer) in a form appended to the relevant Charter Assignment, and (iii)
pay all legal and other costs incurred by any Creditor in connection with any such
specific assignments, forthwith following the Agent’s demand;






	8.1.22	 	Inspection/survey
	 
	 	 	ensure that the Agent, by independent marine surveyors or other persons appointed by it
for such purpose, may board each Mortgaged Ship (i) while no Event of Default has occurred
or is continuing, once prior to the Delivery Date in respect of that Mortgage Ship and
thereafter no more than three times during the Facility Period provided that the Agent
shall use reasonable endeavours to ensure that such inspections or surveys shall not
interfere with the operation of such Mortgaged Ship and (ii) following the occurrence of
an Event of Default which is continuing, unremedied and unwaived, at any time, for the
purpose of inspecting or surveying her and to afford all proper facilities for such
inspections or survey and for this purpose to give the Agent reasonable advance notice of
any intended drydocking of each Mortgaged Ship (whether for the purpose of classification,
survey or otherwise) and to pay the costs in respect of each such inspection or survey,
and to provide the Agent with or ensure that the Agent receives on request all reports of
such inspections, to be in such form as the Agent may approve, and to ensure that all
repairs required following such inspection or survey are completed satisfactorily;
	 
	8.1.23	 	Technical reports
	 
	 	 	deliver to the Agent, and shall procure that the Owners and the Technical Manager shall
deliver to the Agent, on request copies of the latest complete technical reports in
respect of each Mortgaged Ship;
	 
	8.1.24	 	Compliance Certificate
	 
	 	 	deliver to the Agent on each date on which the Borrower is required to provide unaudited
and audited financial statements pursuant to Clause 8.1.6, a Compliance Certificate
together with such supporting information as the Agent may require, including but not
limited to updated details of all off-balance sheet and time-charter hire commitments of
the Ships;




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	8.1.25	 	Transactions with associated companies
	 
	 	 	not enter into any transactions with any Group Member, other than on arm’s length terms in
the ordinary course of business, and the Borrower shall keep its activities entirely
separate to all respects from those of other Group Member and shall not co-mingle its
assets, nor become liable for any third party obligations or encumber its rights under
this Agreement;
	 
	8.1.26	 	Insolvency
	 
	 	 	procure that no Guarantor nor any material creditor of the Borrower presents a petition,
gives notice or takes any other step which could result in the Borrower being declared
insolvent or being dissolved or in the appointment of an administrator of the Borrower or
have an effect equivalent or similar thereto;
	 
	8.1.27	 	Claims by creditors
	 
	 	 	procure that all claims made against the Borrower by a Security Party or by (save for
claims arising out of or incurred in the ordinary course of business) any other creditor
are fully subordinated by such Security Party or creditor to the rights of the Creditors
under the Security Documents;
	 
	8.1.28	 	Capital markets
	 
	 	 	and shall procure that, if the Borrower or a Group Member commences procedures for any
public listing, flotation or similar public offering on any stock exchange, then the
Borrower or such Group Member shall contract with the Agent (or such affiliate as it may
nominate) to act as co-managing underwriter (or equivalent) in respect of 10% of the value
of such offer, on terms that the Agent or such affiliate shall receive a securities offer
fee (the “Securities Fee”) of 10% of the aggregate of the gross underwriting discounts,
commissions and placement fees payable in respect of each such offer up to a maximum
aggregate of USD750,000;
	 
	8.1.29	 	Other business or manager
	 
	 	 	procure that no Owner will, without the prior written consent of the Agent, undertake any
business other than the ownership and operation of the Ship owned by it or employ anyone
other than the Managers as, respectively, commercial and technical managers of the Ship
owned by it or (without the prior written consent of the Agent, which consent shall not be




51









 






	 	 	unreasonably withheld) agree to any amendment to or variation of the terms of the
Management Agreements;






	8.1.30	 	Acquisitions or investments
	 
	 	 	procure that no Owner will acquire any further assets other than the Ship owned by it and
rights arising under contracts entered into by or on behalf of that Owner in the ordinary
course of its businesses of owning, operating and chartering the Ship owned by it, or make
any financial investments;
	 
	8.1.31	 	Other obligations
	 
	 	 	procure that no Owner will incur any obligations except for obligations arising under the
Underlying Documents or the Security Documents or contracts entered into in the ordinary
course of its business of owning, operating and chartering the Ships;
	 
	8.1.32	 	No borrowing
	 
	 	 	procure that no Owner will incur any Borrowed Money other than from any Security Party on
terms that the same is fully subordinated by such lender to the rights of the Creditors
under the Security Documents on terms acceptable to the Agent;
	 
	8.1.33	 	Subsidiaries
	 
	 	 	procure that no Owner will form or acquire any Subsidiaries;
	 
	8.1.34	 	procure that no Owner will let or agree to let the Ship owned by it






	 	(i)	 	on demise charter for any period; or
	 
	 	(ii)	 	without the prior written consent of the Banks, by any time or
consecutive voyage charter for a term which exceeds or which by virtue of any
optional extensions therein contained may exceed twelve (12) months’ duration; or
	 
	 	(iii)	 	on terms whereby more than two (2) months’ hire (or the equivalent) is
payable in advance; or
	 
	 	(iv)	 	below the market rate prevailing at the time when the relevant Ship is
fixed; or




52









 












	 	(v)	 	otherwise than on bona fide arm’s length terms at the time when the
relevant Ship is fixed;






	8.1.35	 	Employees
	 
	 	 	procure that no Owner will employ any person except the Master, officers and crew of the
Ship owned by it;
	 
	8.1.36	 	Change of name
	 
	 	 	procure that no Owner will, without the prior written consent of the Banks, change the
name of the Ship owned by it;
	 
	8.1.37	 	No merger or transfer
	 
	 	 	procure that no Owner will merge or consolidate with any other person or enter into any
form of amalgamation, reconstruction or reorganisation or permit any change to the legal
or beneficial ownership of its shares from that existing at the Execution Date;
	 
	8.1.38	 	Listing
	 
	 	 	maintain its listing as a public limited company on NASDAQ or any other stock exchange
acceptable to the Banks and comply with all of the listing rules, laws and regulations
applicable to public companies listed on NASDAQ or such other acceptable stock exchange
and shall take no steps to de-list without the prior consent of the Banks, unless it is
obliged to de-list pursuant to the listing rules, laws and regulations applicable to
public companies listed on NASDAQ or such other acceptable stock exchange;
	 
	8.1.39	 	No amendment to Shipbuilding Contracts
	 
	 	 	procure that no Guarantor will, without the prior written consent of the Agent, agree to
any material amendment, change of price which would result in the contract price
increasing by 5% or more or material supplement to its Shipbuilding Contract or any of its
provisions;
	 
	8.1.40	 	Nuclear waste, nuclear material
	 
	 	 	ensure that no Ship will, under any circumstances, carry any nuclear material or nuclear
waste at any time;




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	8.1.41	 	Sanctions
	 
	 	 	ensure that no Ship will be employed, and will not suffer any Ship to be employed, and
will not and will ensure that no Group Member does, conduct or undertake any business:






	 	(a)	 	in breach of any embargo or sanction or prohibited order (or any
similar order or directive) of:






	 	(i)	 	the United Nations Security Council;
	 
	 	(ii)	 	the European Union;
	 
	 	(iii)	 	the United Kingdom; or
	 
	 	(iv)	 	the United States of America,






	 	 	 	as they apply to their members or nationals; or






	 	(b)	 	in any trade, carriage of goods or business which is forbidden by the
laws of the United Kingdom or the United States of America as they apply to their
members or nationals, or any law applicable to the Borrower, each Owner, any Operator
of any Ship, any charterer of any Ship or any Ship, or any country which any Ship may
visit; or
	 
	 	(c)	 	in carrying illicit or prohibited goods; or
	 
	 	(d)	 	in a way which may make it liable to be condemned by a prize court or
destroyed, seized or confiscated; or
	 
	 	(e)	 	by or for the benefit of a Prohibited Person;






	8.1.42	 	Classification Society undertaking
	 
	 	 	no later than fifteen days prior to the relevant Drawdown Date, notify the Agent of the
Classification and Classification Society with which each Ship will be entered following
her acquisition by the relevant Owner and will procure that each Owner shall, on or before
the relevant Drawdown Date, or immediately on any change of Classification Society for its
Ship, irrevocably instruct (in such form as the Agent may require in its sole discretion)
the Classification Society of its Ship to do all or any of the following during the
Facility Period (and use reasonable endeavours to procure that the Classification Society
undertakes with the Agent at such time):




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	 	(a)	 	to send to the Agent, following receipt of a written request from the
Agent, certified true copies of all original class records held by the Classification
Society in relation to that Ship;
	 
	 	(b)	 	to allow the Agent (or its representatives), at any time and from time
to time, to inspect the original class and related records of the relevant Owner and
that Ship at the offices of the Classification Society and to take copies of them;
	 
	 	(c)	 	to notify the Agent immediately by email
(paal.hauge@dvbbank.com and techcom@dvbbank.com) if the
Classification Society:






	 	(i)	 	receives notification from the relevant Owner or any
person that that Ship’s Classification Society is to be changed;
	 
	 	(ii)	 	becomes aware of any facts or matters which may
result in or have resulted in a change, suspension, discontinuance,
withdrawal or expiry of that Ship’s class under the rules or terms and
conditions of that Owner’s or that Ship’s membership of the Classification
Society; or
	 
	 	(iii)	 	has imposed any requirements or recommendations
affecting class in respect of that Ship;






		(d) 	 	following receipt of a written request from the Agent:






	 	(i)	 	to confirm that the relevant Owner is not in default
of any of its contractual obligations or liabilities to the Classification
Society and, without limiting the foregoing, that it has paid in full all
fees or other charges due and payable to the Classification Society; or
	 
	 	(ii)	 	if that Owner is in default of any of its contractual
obligations or liabilities to the Classification Society, to specify to the
Agent in reasonable detail the facts and circumstances of such default, the
consequences thereof, and any remedy period agreed or allowed by the
Classification Society;






	8.1.43	 	Class records






	 	 	procure that each Owner shall arrange for the Agent to have access electronically to the
class records of the Ship owned by it by either (i) arranging for the Classification
Society to give the




55









 






	 	 	Agent direct access to such class records or (ii) designating the Agent as a user or
administrator of that Owner’s electronic account with the Classification Society;






	8.1.44	 	Insurance opinion
	 
	 	 	provide the Agent on request, at the Borrower’s cost, with an opinion from insurance
consultants on the insurances effected or to be effected in respect of any Ship,
confirming that that Ship is insured on terms approved by the Agent (acting on the
instructions of the Banks) or, if such insurance opinion has been obtained by the Agent,
shall reimburse the Agent for the cost of such opinion;
	 
	8.1.45	 	Prohibited Persons
	 
	 	 	notify the Agent immediately on it becoming aware that a Prohibited Person has or will
have at any time during the Facility Period any legal or beneficial interest of any nature
whatsoever in any of the shares of the Borrower; and
	 
	8.1.46	 	Syndication, publicity






	 	(a)	 	provide the Arranger with all assistance, information and material
necessary for the Arranger or any Bank to produce an information memorandum (such
information memorandum to be warranted by the Borrower) in support of a syndication
of the Loan (an “Information Memorandum”). The Borrower will also ensure the
participation of its senior management at the Banks’ presentations and will use its
best efforts to ensure that the syndication process benefits from its existing
banking relationships.
	 
	 	 	 	The material provided to the Banks to prepare any Information Memorandum will also
include information relating to the Group’s business plans, asset valuations,
disposals of assets and such other information as may be reasonably requested by the
Arranger provided that no information shall be required to be disclosed if (i) such
disclosure would breach any applicable law or any regulations of any applicable
stock exchange or (ii) the information which would be disclosed is of a commercially
sensitive nature, the public disclosure of which (aa) would be prejudicial to the
interests of the Borrower or (bb) cannot be made without giving rise to a public
disclosure obligation under applicable laws and regulations.





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	 	 	 	Prior to the provision of any information to prospective lenders, such lenders will
be requested to sign a confidentiality agreement in form and substance acceptable to
the Arranger; and






	 	(b)	 	allow the Arranger to disclose details of this Agreement for publicity
purposes after the Execution Date.






	8.2	 	Security value maintenance






	8.2.1	 	Security shortfall
	 
	 	 	If at any time the Security Value shall be less than the Required Security Amount, the
Agent (acting on the instructions of the Banks) shall give notice to the Borrower
requiring that such deficiency be remedied and then the Borrower must either:






	 	(a)	 	prepay within a period of thirty (30) days of the date of receipt by
the Borrower of the Agent’s said notice such sum in USD as will result in the
Required Security Amount after such prepayment (taking into account any other
repayment of the Loan made between the date of the notice and the date of such
prepayment) being equal to the Security Value; or
	 
	 	(b)	 	within thirty (30) days of the date of receipt by the Borrower of the
Agent’s said notice constitute to the satisfaction of the Agent such further security
for the Loan as shall be acceptable to the Banks having a value for security purposes
(as determined by the Agent in its absolute discretion, which shall be final,
conclusive and binding) at the date upon which such further security shall be
constituted which, when added to the Security Value, shall not be less than the
Required Security Amount as at such date.






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






	8.2.2	 	Valuation of Mortgaged Ships
	 
	 	 	Each Mortgaged Ship shall, for the purposes of this Agreement, be valued in USD as and
when the Agent (acting on the instructions of the Banks) shall require (but no more than
twice in any 12-month period) by taking the arithmetic mean of valuations prepared by (i)
any two Approved Brokers, at the Borrower’s expense and (ii) Maritime Strategic Institute,
at the Agent’s expense (such valuation to be made without, unless required by the Agent,
physical




57









 






	 	 	inspection, and on the basis of a sale for prompt delivery for cash at arms’ 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 relevant
Mortgaged Ship and to be dated no more than 14 days prior to the date the Market Value is
required for the purposes of this Agreement).






	 	 	The value of each Mortgaged Ship determined in accordance with the provisions of this
clause 8.2.2 shall be binding upon the parties hereto until such time as any further such
valuation shall be obtained.






	8.2.3	 	Information
	 
	 	 	The Borrower undertakes with the Creditors to supply to the Agent and to any such
shipbrokers such information concerning the relevant Mortgaged Ship and its condition as
such shipbroker may require for the purpose of making any such valuation.






	8.2.4	 	Costs
	 
	 	 	All costs in connection with the Agent obtaining a valuation in accordance with clause
8.2.2 of each of the Mortgaged Ships, any valuation referred to in schedule 3, Part B,
paragraph (n) 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), must be paid (i) by the
Borrower in respect of the valuations prepared by any two Approved Brokers and (ii)
otherwise by the Agent.






	8.2.5	 	Valuation of additional security
	 
	 	 	For the purposes of this clause 8.2, the market value of any additional security provided
or to be provided to the Creditors or any of them shall be determined by the Agent in its
absolute discretion.






	8.2.6	 	Documents and evidence
	 
	 	 	In connection with any additional security provided in accordance with this clause 8.2,
the Agent shall be entitled to receive (at the Borrower’s expense) such evidence and
documents of the kind referred to in schedule 3 as may in the Agent’s opinion be
appropriate and such favourable legal opinions as the Agent shall in its absolute
discretion require.




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	8.3	 	Negative undertakings
	 
	 	 	The Borrower undertakes with each Creditor that, from the Execution Date until the end of
the Facility Period, it will not, without the prior written consent of the Agent (acting
on the instructions of the Banks and such consent not to be unreasonably withheld):
	 
	8.3.1	 	Negative pledge
	 
	 	 	and shall procure that no Guarantor will, (other than in the ordinary course of trading)
permit any Encumbrance (other than a Permitted Encumbrance) to subsist, arise or be
created or extended over all or any part of their respective present or future
undertakings, assets, rights or revenues to secure or prefer any present or future or
other liability or obligation of any Relevant Company or any other person;
	 
	8.3.2	 	Disposals
	 
	 	 	and shall procure that no Guarantor will, sell or transfer any asset the effect of which
would be to reduce the value of the assets owned by them or the income receivable by them
by 50% or more, or assign, create an Encumbrance (other than in the ordinary course of
business) or option over, pledge, pool, abandon, lend or otherwise of or cease to exercise
direct control over any part of their present or future undertaking, assets, rights or
revenues (otherwise than by transfers, sales or disposals for full consideration in the
ordinary course of trading) whether by one or a series of transactions related or not;
	 
	8.3.3	 	Repayment of borrowings
	 
	 	 	repay or prepay the principal of, or pay interest on or any other sum in connection with
any of their Borrowed Money except for Borrowed Money pursuant to the Security Documents;
	 
	8.3.4	 	Guarantees
	 
	 	 	issue any guarantees 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 from time to time required in the ordinary course by any
protection and indemnity or war risks association with which a Ship is entered, guarantees
required to procure the release of such Ship from any arrest, detention, attachment or
levy or guarantees required for the salvage of a Ship;




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	8.3.5	 	Borrowing and loans
	 
	 	 	borrow any Borrowed Moneys or make any loans or grant any credit (save for normal trade
credit in the ordinary course of business) to any person or agree to do so;
	 
	8.3.6	 	Sureties
	 
	 	 	permit any Indebtedness of any Owner to any person (other than the Creditors pursuant to
the Security Documents) to be guaranteed by any person (except for guarantees from time to
time required in the ordinary course by any protection and indemnity or war risks
association with which a Ship is entered, guarantees required to procure the release of
such Ship from any arrest, detention, attachment or levy or guarantees or undertakings
required for the salvage of a Ship);
	 
	8.3.7	 	Share capital and distribution
	 
	 	 	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, undertakings, rights or
revenues to any of its shareholders of more than, in respect of any four consecutive
financial quarters, 50% of the Free Cash Flow for any four consecutive financial quarters,
which it may only do if (i) no Event of Default has occurred and is continuing or would
result from such payment and (ii) the covenants in clause 8.1.16 are being complied with;
	 
	8.3.8	 	Subordination of claims
	 
	 	 	procure that all claims of any Security Party against the Borrower are fully subordinated
to the rights of the Creditors under the Security Documents on terms acceptable to the
Agent;
	 
	8.3.9	 	Change in constitutional documents
	 
	 	 	and shall procure that no Guarantor will, amend or vary its constitutional documents;
	 
	8.3.10	 	Authorised Person
	 
	 	 	appoint or dismiss any Authorised Person other than with the consent of all of the
Authorised Persons;




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	8.3.11	 	Insolvency
	 
	 	 	and will procure that no material creditor of either Owner will, present a petition, give
notice or take any other step which could result in either Owner being declared insolvent
or being dissolved or in the appointment of an administrator of either Owner or have an
effect equivalent or similar thereto; and
	 
	8.3.12	 	Prohibited Persons
	 
	 	 	and shall procure that no Group Member will, have any course of dealings, directly or
indirectly, with any Prohibited Person.
	 
	9	 	CONDITIONS
	 
	9.1	 	Documents and evidence
	 
	 	 	The obligation of each Bank to make its Commitment available is subject to the following
conditions precedent:
	 
	9.1.1	 	that, on or before the service of the first Drawdown Notice, the Agent has received the
documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent
and its lawyers;
	 
	9.1.2	 	that, on or before the Drawdown Date of each Advance but prior to making such Advance,
the Agent has received the documents described in Part B of Schedule 3 in respect of the
relevant Ship in form and substance satisfactory to the Agent and its lawyers.
	 
	9.2	 	General conditions precedent
	 
	 	 	The obligation of the Banks to make any Advance available is subject to the additional
conditions that, at the time both of the giving of a Drawdown Notice, and at the time of
the advance of the relevant Advance:
	 
	9.2.1	 	the representations and warranties contained in (a) clause 7 of this Agreement and (b)
clause 4 of the Corporate Guarantee, are true and correct on and as of each such time as if
each was made with respect to the facts and circumstances existing at such time; and
	 
	9.2.2	 	no Default has occurred and be continuing and there being no Default which would or
might result from the advance of the Loan.




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	9.3	 	Waiver of conditions precedent
	 
	 	 	The conditions specified in this clause 9 are inserted solely for the benefit of the Banks
and may be waived by the Agent 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 and not later than five
(5) Banking Days prior to each Interest Payment Date, the Agent (acting on the
instructions of the Banks) may request and the Borrower shall, not later than two (2)
Banking Days prior to such date, deliver to the Agent on such request further relevant
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
	 
	 	 	Each of the following events shall constitute an Event of Default (whether such event
shall occur voluntarily or involuntarily or by operation of law or regulation or in
connection with any judgment, decree or order of any court or other authority or
otherwise, howsoever):
	 
	10.1.1	 	Non-payment: any Security Party fails to pay any sum payable by it under any of the
Security Documents at the time, in the currency and in the manner stipulated in the Security
Documents 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	 	Breach of Insurance and certain other obligations: the Borrower, any of the Owners or,
as the context may require, the Managers or any other person fails to obtain and/or maintain
the Insurances (as defined in, and in accordance with the requirements of, the Ship Security
Documents) for any of the Mortgaged Ships or if any insurer in respect of such Insurances
cancels the Insurances or disclaims liability by reason, in either case, of mis-statement in
any proposal for the Insurances or for any other failure or default on the part of the
Borrower or 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 imposed on it under
clause 8; or




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	10.1.3	 	Breach of other obligations: any Security Party commits any breach of or omits to
observe any of its obligations or undertakings expressed to be assumed by it under any of the
Security Documents (other than those referred to in clauses 10.1.1 and 10.1.2 above) and, in
respect of any such breach or omission which in the opinion of the Agent (following
consultation with the Banks) is capable of remedy, such action as the Agent (acting on the
instructions of the Banks) may require shall not have been taken within five (5) days of the
Agent notifying the relevant Security Party of such default and of such required action; or
	 
	10.1.4	 	Misrepresentation: any material representation or warranty made or deemed to be made or
repeated by or in respect of any Security Party in or pursuant to any of the Security
Documents or in any notice, certificate or statement referred to in or delivered under any of
the Security Documents is or proves to have been incorrect or misleading in any material
respect; or
	 
	10.1.5	 	Cross-default: any Indebtedness or other Borrowed Money of any Related Company of the
Borrower is not paid when due or any Indebtedness or other Borrowed Money of any such Related
Company 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 such Related Company of a
voluntary right of prepayment), or any creditor of any such Related Company becomes entitled
to declare any such Indebtedness or other Borrowed Money due and payable or any facility or
commitment available to any such Related Company relating to Indebtedness or other Borrowed
Money is withdrawn, suspended or cancelled by reason of any default (however described) of the
person concerned unless such Related Company shall have satisfied the Agent that such
withdrawal, suspension or cancellation will not affect or prejudice in any way such Related
Company’s ability to pay its debts as they fall due and fund its commitments, or any guarantee
given by any such Related Company in respect of Indebtedness or other Borrowed Money is not
honoured when due and called upon; or
	 
	10.1.6	 	Execution: any judgment or order made against any Security Party is not stayed or
complied with within ten (10) Banking 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 Security Party and is not
discharged within ten (10) Banking Days; or




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	10.1.7	 	Insolvency: any Security 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; or has negative net worth (taking into account contingent liabilities); or
suffers the declaration of a moratorium in respect of any of its Indebtedness; or
	 
	10.1.8	 	Reduction or loss of capital: a meeting is convened by any Security Party for the
purpose of passing any resolution to purchase, reduce or redeem any of its share capital; or
	 
	10.1.9	 	Dissolution: any corporate action, Proceedings or other steps are taken to dissolve or
wind-up any Security Party or an order is made or resolution passed for the dissolution or
winding up of any Security Party or a notice is issued convening a meeting for such purpose;
or
	 
	10.1.10	 	Administration: any petition is presented, notice given or other steps are taken
anywhere to appoint an administrator of any Security Party or the Agent believes that any such
petition or other step is imminent or an administration order is made in relation to any
Security Party; or
	 
	10.1.11	 	Appointment of receivers and managers: any administrative or other receiver is
appointed anywhere of any Security 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
Security Party; or
	 
	10.1.12	 	Compositions: any corporate action, legal proceedings or other procedures or steps are
taken, or negotiations commenced, by any Security Party or by any of its creditors with a view
to the general readjustment or rescheduling of all or part of its indebtedness or to proposing
any kind of composition, compromise or arrangement involving such company and any of its
creditors; or
	 
	10.1.13	 	Analogous proceedings: there occurs, in relation to any Security Party, in any country
or territory in which any of them carries on business or to the jurisdiction of whose courts
any part of their assets is subject, any event which, in the reasonable opinion of the Agent,
appears in that country or territory to correspond with, or have an effect equivalent or
similar to, any of those mentioned in clauses 10.1.6 to 10.1.12 (inclusive) or any Security
Party otherwise becomes subject, in any such country or territory, to the operation of any law
relating to insolvency, bankruptcy or liquidation; or
	 
	10.1.14	 	Cessation of business: any Security Party suspends or ceases or threatens to suspend or
cease to carry on its business; or




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	10.1.15	 	Seizure: all or a material part of the undertaking, assets, rights or revenues of, or
shares or other ownership interests in, any Security Party are seized, nationalised,
expropriated or compulsorily acquired by or under the authority of any Government Entity; or
	 
	10.1.16	 	Invalidity: any of the Security Documents and the Underlying 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 and
the Underlying Documents shall at any time and for any reason be contested by any Security
Party which is a party thereto, or if any such Security Party shall deny that it has any, or
any further, liability thereunder; or
	 
	10.1.17	 	Unlawfulness: any Unlawfulness occurs or 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 a Creditor to exercise the rights or any of them
vested in it under any of the Security Documents or otherwise; or
	 
	10.1.18	 	Repudiation: any Security Party repudiates any of the Security Documents or does or
causes or permits to be done any act or thing evidencing an intention to repudiate any of the
Security Documents; or
	 
	10.1.19	 	Encumbrances enforceable: any Encumbrance (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
	 
	10.1.20	 	Material adverse change: there occurs, in the reasonable opinion of the Agent
(following consultation with the Banks), a material adverse change in:






	 	(a)	 	the financial condition of any Security Party or their Related Companies
by reference to the financial position of such Security Party or Related Company as
described by any Security Party to the Agent in the negotiation of this Agreement; or
	 
	 	(b)	 	in the conditions prevailing in any international money market,
international debt, banks, syndication or other financial market or in international
capital market; or
	 
	 	(c)	 	in the financial, political or economic situation of any jurisdiction in
which or where any Security Party or their Related Companies in incorporated,
resident, domiciled, has a permanent establishment, carries on or has a place of
business or is otherwise effectively connected; or




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	10.1.21	 	Arrest: any 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 Ship within a period of fifteen (15) days thereafter; or
	 
	10.1.22	 	Registration: the registration of any Ship under the laws and flag of the Flag State is
cancelled or terminated without the prior written consent of the Banks or the registration of
such Ship is not renewed at least forty-five (45) days prior to the expiry of such
registration; or
	 
	10.1.23	 	Unrest: the Flag State or the country in which any Security Party is incorporated or
domiciled becomes involved in hostilities or civil war or there is a seizure of power in such
country by unconstitutional means; or
	 
	10.1.24	 	Environmental Incidents: an Environmental Incident occurs which gives rise, or may give
rise, to an Environmental Claim which could, in the reasonable opinion of the Agent be
expected to have a material adverse effect (i) on the business, assets or financial condition
of any Security Party or the Corporate Guarantor’s Group taken as a whole or (ii) on the
security constituted by any of the Security Documents or the enforceability of that security
in accordance with its terms; or
	 
	10.1.25	 	P&I: any Owner or either Manager or any other person fails or omits to comply with any
requirements of the protection and indemnity association or other insurer with which a Ship is
entered for insurance or insured against protection and indemnity risks (including oil
pollution risks) to the effect that any cover (including, without limitation, any cover in
respect of liability for Environmental Claims arising in jurisdictions where such Ship
operates or trades) is or may be liable to cancellation, qualification or exclusion at any
time; or
	 
	10.1.26	 	Shareholdings: there is any change in the immediate and/or ultimate legal and/or
beneficial ownership of any of the shares of the Guarantors from that existing on the
Execution Date or the aggregate number of shares of and in the Borrower beneficially owned or
controlled by Mr. Charalambos (“Harry”) Vafeias and/or any member of his immediate family
falls below 15% of total issued shares of and in the Borrower; or
	 
	10.1.27	 	Material events: any other event occurs or circumstance arises which, in the opinion of
the Agent (acting reasonably and following consultation with the Banks), is likely materially
and adversely to affect either (i) the ability of any Security Party to perform all or any of
its obligations under or otherwise to comply with the terms of any of the Security Documents
or




66









 






	 	 	any of the Underlying Documents or (ii) the security created by any of the Security
Documents; or






	10.1.28	 	Accounts: moneys are withdrawn from any of the Earnings Accounts other than in
accordance with clause 14; or
	 
	10.1.29	 	Required Authorisations: any Required Authorisation 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 comes into existence which would make any transaction under
the Security Documents or the Underlying Documents or the continuation thereof, unlawful or
would howsoever prevent the performance by any Security Party of any term of any of the
Security Documents or the Underlying Documents; or
	 
	10.1.30	 	Charters: any Approved Employment Contract is terminated other than by mere effluxion
of time or any Ship employed under a time charterparty has become off-hire for (i) a
continuous period of 28 days at any time or (ii) for of 56 days in aggregate in any 12-month
period; or
	 
	10.1.31	 	Money Laundering: any Security Party is in breach of or fails to observe any law,
requirement, measure or procedure implemented to combat “money laundering” as defined in
Article 1 of the Directive (91/308 EEC) of the Council of the European Communities; or
	 
	10.1.32	 	Proceedings: material Proceedings have been commenced against the Borrower or any
Owner; or
	 
	10.1.33	 	Major damage: any major (costing in excess of USD1,000,000 to repair) damage caused to
any Ship is not sufficiently or adequately covered by the Insurances and which, in the opinion
of the Agent (acting reasonably), is likely materially and adversely to affect either (i) the
ability of any Security Party to perform all or any of its obligations under or otherwise to
comply with the terms of any of the Security Documents or any of the Underlying Documents or
(ii) the security created by any of the Security Documents; or
	 
	10.1.34	 	Classification: the Classification of any Ship has been withdrawn by the relevant
Classification Society; or
	 
	10.1.35	 	Existing Loan Agreement. There shall occur an Event of Default under (and as defined
in) the Existing Loan Agreement.




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	10.2	 	Acceleration
	 
	 	 	The Agent may, and if so requested by the Banks shall, without prejudice to any other
rights of the Banks, at any time after the happening of an Event of Default so long as the
same is continuing by notice to the Borrower declare that:
	 
	10.2.1	 	the obligation of each Bank to make its Commitment available shall be terminated,
whereupon the Total Commitment shall be reduced to zero forthwith; and/or
	 
	10.2.2	 	the Loan and all interest accrued and all other sums payable whensoever 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, under clause 10.2.2, the Agent has declared the Loan to be due and payable on demand,
at any time thereafter the Agent may (and if so instructed by the Banks shall) by written
notice to the Borrower (a) demand 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 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	 	General indemnity
	 
	 	 	The Borrower agrees to indemnify on demand each Creditor, without prejudice to any of such
Creditor’s other rights under any of the Security Documents, against any loss (including
loss of Margin) or expense (including, without limitation, Break Costs) which such
Creditor shall certify as sustained by it as a consequence of any Default, any prepayment
of the Loan or part thereof being made under clauses 4.3, 8.2.1(a) or 12.1 or any other
repayment or prepayment of the Loan or part thereof being made otherwise than on an
Interest Payment Date relating to the part of the Loan prepaid or repaid and/or the Loan
not being made for any reason (excluding any default by the Agent or any Bank) after the
Drawdown Notice has been given.




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	11.2	 	Environmental indemnity
	 
	 	 	The Borrower shall indemnify each Creditor on demand and hold it harmless from and against
all costs, claims, expenses, payments, charges, losses, demands, liabilities, actions,
Proceedings (civil or criminal), penalties, fines, damages, judgements, orders, sanctions
or other outgoings of whatever nature which may be incurred or made or asserted whensoever
against such Creditor at any time, whether before or after the repayment in full of
principal and interest under this Agreement, arising howsoever out of an Environmental
Claim made or asserted against such Creditor which would not have been, or been capable of
being, made or asserted against such Creditor had it not entered into any of the Security
Documents or been involved in any of the resulting or associated transactions.
	 
	11.3	 	Central Bank or European Central Bank reserve requirements indemnity
	 
	 	 	The Borrower shall on demand promptly indemnify each Bank against any cost incurred or
loss suffered by such 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 such Bank’s Commitment and/or Contribution or deposits obtained by it to fund
the whole or part of that Contribution and to the extent such cost or loss is not
recoverable by such Bank under clause 12.2.
	 
	12	 	UNLAWFULNESS AND INCREASED COSTS
	 
	12.1	 	Unlawfulness
	 
	 	 	Regardless of any other provision of this Agreement, in the event that the Agent on behalf
of a Bank (the “Notifying Bank”) notifies the Borrower that by reason of:






	 	(a)	 	the introduction of or any change in any applicable law or regulation
or any change in the interpretation or application thereof; or
	 
	 	(b)	 	compliance by such Notifying Bank with any directive, request or
requirement (whether or not having the force of law) of any central bank or
Government Entity






	 	 	it becomes unlawful or it is prohibited by or contrary to such directive request or
requirement for such Notifying Bank to maintain or give effect to any of its obligations
in connection howsoever with this Agreement then (i) such Notifying Bank’s Commitment
shall be reduced




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	 	 	to zero and (ii) the Borrower must prepay such Notifying Bank’s Contribution either
immediately or on a future specified date not being earlier than the latest date permitted
by the relevant law, regulation, directive, request or requirement with interest and
commitment commission accrued to the date of prepayment and all other sums payable
whensoever by the Borrower under this Agreement






	 	 	Provided that the Banks shall try to ensure that any loss suffered by the Borrower as a
result of the circumstances referred to above are kept to a minimum.






	12.2	 	Increased costs
	 
	 	 	If any Bank (the “Notifying Bank”) certifies to the Borrower that at any time the effect
of any applicable law, regulation or regulatory requirements or the interpretation or
application thereof or any change therein (including the imposition upon whomsoever of
Taxes on payments hereunder or otherwise howsoever in connection with this Agreement other
than taxes on the overall net income of such Bank) or the effect of complying with any
applicable directive, request or requirement (whether or not having the force of law) of
any central bank or Government Entity (including any kind of liquidity, stock or capital
adequacy controls or other banking or monetary controls or requirements which affect the
manner in which such Notifying Bank or its holding company allocates capital resources to
the Bank’s obligations hereunder) is to:
	 
	12.2.1	 	subject such Notifying Bank to Taxes or change the basis of Taxation of such Notifying
Bank relating to any payment under any of the Security Documents (other than Taxes or Taxation
on the overall net income of such Notifying 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, such Notifying Bank or its
holding company in making or keeping the Commitment available or maintaining or funding all or
part of its Contribution Loan; and/or
	 
	12.2.3	 	reduce the amount payable or the effective return to such Notifying Bank under any of
the Security Documents; and/or
	 
	12.2.4	 	reduce such Notifying 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 such Notifying Bank’s obligations under any of the Security Documents; and/or




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	12.2.5	 	require such Notifying Bank or its holding company to make a payment or forgo a return
on or calculated by reference to any amount received or receivable by the Notifying Bank under
any of the Security Documents; and/or
	 
	12.2.6	 	require such Notifying 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
Commitment or its Contribution from its capital for regulatory purposes,
	 
	 	 	then and in each such case (subject to clause 12.2) the Borrower must on demand pay to the
Notifying Bank the amount which such Notifying Bank certifies (in a certificate setting
forth the basis of the computation of such amount but not including any matters which such
Notifying Bank or its holding company regards as confidential) is required to compensate
such Notifying Bank and/or (as the case may be) its holding company for such liability to
Taxes, cost, reduction, payment, forgone return or loss
	 
	 	 	Provided that the Banks shall try to ensure that any loss suffered by the Borrower as a
result of the circumstances referred to above are kept to a minimum.
	 
	 	 	For the purposes of this clause 12.2 “holding company” means the company or entity (if
any) within the consolidated supervision of which such Bank is included.
	 
	12.3	 	Exception
	 
	 	 	Nothing in clause 12.2 shall entitle any Notifying Bank to receive any amount in respect
of compensation for any such liability to Taxes, increased or additional cost, reduction,
payment, foregone return or loss to the extent that the same is the subject of an
additional payment under clause 6.6.
	 
	13	 	APPLICATION OF MONEYS, SET OFF, PRO-RATA PAYMENTS AND MISCELLANEOUS
	 
	13.1	 	Application of moneys
	 
	 	 	All moneys received by the Agent and/or the Security Trustee under or pursuant to any of
the Security Documents and expressed to be applicable in accordance with the provisions of
this clause 13.1 or in a manner determined in the Security Trustee’s or (as the case may
be) the Agent’s discretion, shall be applied in the following manner:




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	13.1.1	 	first, in or towards payment of all unpaid costs and expenses which may be owing to the
Agent and/or the Security Trustee or either of them under any of the Security Documents;
	 
	13.1.2	 	secondly, in or towards payment of any unpaid fees payable to the Creditors or any of
them;
	 
	13.1.3	 	thirdly, in or towards payment of any arrears of interest owing in respect of the Loan
or any part thereof;
	 
	13.1.4	 	fourthly, in or towards repayment of the Loan (whether the same is due and payable or
not);
	 
	13.1.5	 	fifthly, in or towards payment to any Bank for any loss or Break Costs incurred by it;
	 
	13.1.6	 	sixthly, in or towards payment to any Creditor 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
appear to the Agent and/or the Security Trustee to be entitled to receive such surplus.
	 
	13.2	 	Set-off
	 
	 	 	The Borrower authorises each Creditor (without prejudice to any of such Creditor’s rights
at law, in equity or otherwise), at any time and without notice to the Borrower, to apply
any credit balance to which the Borrower is then entitled standing upon any account of the
Borrower with any branch of such Creditor in or towards satisfaction of any sum due and
payable from the Borrower to such Creditor under any of the Security Documents. For this
purpose, each Creditor is authorised to purchase with the moneys standing to the credit of
such account such other currencies as may be necessary to effect such application. No
Creditor shall be obliged to exercise any right given to it by this clause 13.2. Each
Creditor shall notify the Borrower through the Agent forthwith upon the exercise or
purported exercise of any right of set off giving full details in relation thereto and the
Agent shall inform the other Creditors. Nothing in this clause 13.2 shall be effective to
create a charge or other security interest.
	 
	13.3	 	Pro rata payments
	 
	 	 	If at any time any Bank (the “Recovering Bank”) receives or recovers any amount owing to
it by the Borrower under this Agreement by direct payment, set-off or in any manner other
than by payment through the Agent pursuant to clauses 6.1 or 6.10 (not being a payment
received




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	 	 	from a Transferee Bank or a sub-participant in such Bank’s Contribution or any other
payment of an amount due to the Recovering Bank for its sole account pursuant to clauses
3.6, 5, 6.6, 12.1, 12.2, 13.1, or 13.2), the Recovering Bank must, within two (2) Banking
Days of such receipt or recovery (a “Relevant Receipt”) notify the Agent of the amount of
the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Bank
would have received if the Relevant Receipt had been received by the Agent and distributed
pursuant to clause 6.1 or 6.10 (as the case may be) then:






	 	(a)	 	within two (2) Banking Days of demand by the Agent, the Recovering Bank
must pay to the Agent an amount equal (or equivalent) to the excess;
	 
	 	(b)	 	the Agent must treat the excess amount so paid by the Recovering Bank
as if it were a payment made by the Borrower and must distribute the same to the
Banks (other than the Recovering Bank) in accordance with clause 6.10; and
	 
	 	(c)	 	as between the Borrower and the Recovering Bank the excess amount so
re-distributed shall be treated as not having been paid but the obligations of the
Borrower to the other Banks shall, to the extent of the amount so re-distributed to
them, be treated as discharged.






	13.3.2	 	If any part of the Relevant Receipt subsequently must be wholly or partly refunded by
the Recovering Bank (whether to a liquidator or otherwise) each Bank to which any part of such
Relevant Receipt was so re-distributed must on request from the Recovering Bank repay to the
Recovering Bank such Bank’s pro-rata share of the amount which has to be refunded by the
Recovering Bank.
	 
	13.3.3	 	Each Bank must on request supply to the Agent such information as the Agent may from
time to time request for the purposes of this clause 13.3.
	 
	13.3.4	 	Notwithstanding the foregoing provisions of this clause 13.3, no Recovering Bank shall
be obliged to share any Relevant Receipt which it receives or recovers pursuant to Proceedings
taken by it to recover any sums owing to it under this Agreement with any other party which
has a legal right to, but does not, either join in such Proceedings or commence and diligently
pursue separate Proceedings to enforce its rights in the same or another court (unless the
Proceedings instituted by the Recovering Bank are instituted by it without prior notice having
been given to such party through the Agent).




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	13.4	 	No release
	 
	 	 	For the avoidance of doubt it is hereby declared that failure by any Recovering Bank to
comply with the provisions of clause 13.3 shall not release any other Recovering Bank from
any of its obligations or liabilities under clause 13.3.
	 
	13.5	 	No charge
	 
	 	 	The provisions of this clause 13 shall not, and shall not be construed so as to,
constitute a charge by a Bank over all or any part of a sum received or recovered by it in
the circumstances mentioned in clause 13.3.
	 
	13.6	 	Further assurance
	 
	 	 	The Borrower undertakes with each Creditor to ensure that, throughout the Facility Period,
the Security Documents shall be valid and binding obligations of the respective parties
thereto and rights of each 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
Banks may be necessary or desirable for perfecting the security contemplated or
constituted by the Security Documents.
	 
	13.7	 	Conflicts
	 
	 	 	In the event of any conflict between this Agreement and any of the other Borrower’s
Security Documents, the provisions of this Agreement shall prevail.
	 
	13.8	 	No implied waivers, remedies cumulative
	 
	 	 	No failure or delay on the part of any Creditor to exercise any power, right or remedy
under any of the Security Documents shall operate as a waiver thereof, nor shall any
single or partial exercise by any Creditor of any power, right or remedy preclude any
other or further exercise 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. No waiver by any Creditor shall be effective unless it is
in writing.




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	13.9	 	Severability
	 
	 	 	If any provision of this Agreement is prohibited, invalid, illegal or unenforceable in any
jurisdiction, such prohibition, invalidity, illegality or unenforceability shall not
affect or impair howsoever the remaining provisions thereof or affect the validity,
legality or enforceability of such provision in any other jurisdiction.
	 
	13.10	 	Force Majeure
	 
	 	 	Regardless of any other provision of this Agreement, no Creditor shall be liable for any
failure to perform the whole or any part of this Agreement resulting directly or
indirectly from (i) the action or inaction or purported action of any governmental or
local authority (ii) any strike, lockout, boycott or blockade (including any strike,
lockout, boycott or blockade effected by or upon such Creditor or any of its
representatives or employees) (iii) any act of God (iv) any act of war (whether declared
or not) or terrorism (v) any failure of any information technology or other operational
systems or equipment affecting such Creditor or (vi) any other circumstances whatsoever
outside such Creditor’s control.
	 
	13.11	 	Amendments
	 
	 	 	This Agreement may be amended or varied only by an instrument in writing executed by all
parties hereto who irrevocably agree that the provisions of this clause 13.11 may not be
waived or modified except by an instrument in writing to that effect signed by all of
them.
	 
	13.12	 	Counterparts
	 
	 	 	This Agreement may be executed in any number of counterparts and all such counterparts
taken together shall be deemed to constitute one and the same agreement which may be
sufficiently evidenced by one counterpart.
	 
	13.13	 	English language
	 
	 	 	All documents required to be delivered under and/or supplied whensoever in connection
howsoever with any of the Security Documents and all notices, communications, information
and other written material whatsoever given or provided in connection howsoever therewith
must either be in the English language or accompanied by an English translation certified
by a notary, lawyer or consulate acceptable to the Agent.




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	14	 	ACCOUNTS AND RETENTION
	 
	14.1	 	General
	 
	 	 	The Borrower undertakes with each Creditor that it will:
	 
	14.1.1	 	on or before (i) the first Drawdown Date, open the Retention Account and (ii) the
Delivery Date of each Ship, procure that the relevant Owner opens the Earnings Account in
respect of that Ship; and
	 
	14.1.2	 	procure that all moneys payable to each Owner in respect of the Earnings (as defined in
the relevant General Assignment) shall, unless and until the Agent (acting on the instructions
of the Banks) directs to the contrary pursuant to the provisions of the relevant General
Assignment, be paid to the relevant Earnings Account, Provided however that if any of the
moneys paid to any of the Earnings Accounts are payable in a currency other than USD, the
Borrower shall procure that the relevant Owner instruct the Account Bank to convert such
moneys into USD at the Account Bank’s spot rate of exchange at the relevant time for the
purchase of USD 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 USD with such
currency.
	 
	14.2	 	Earnings Accounts: withdrawals
	 
	 	 	Unless the Agent (acting on the instructions of the Banks) otherwise agrees in writing,
the Borrower shall ensure that no Owner withdraws any moneys from its Earnings Account at
any time during the Facility Period except that, unless and until a Default shall occur
and the Agent (acting on the instructions of the Banks) shall direct to the contrary, each
Owner may withdraw moneys from its Earnings Account for the following purposes:
	 
	14.2.1	 	to transfer to the Retention Account on each Retention Date all of the Retention Amount
for such Retention Date;
	 
	14.2.2	 	to pay the proper and reasonable expenses of its Ship; and
	 
	14.2.3	 	to pay reasonable general and administrative expenses subject to the approval of the
Agent from time to time.




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	14.3	 	Retention Account: credits and withdrawals
	 
	14.3.1	 	The Borrower undertakes with the Banks that, throughout the Facility Period, it will
procure that, in relation to each Advance on each Retention Date relating thereto there is
paid (whether from the relevant Earnings Account or elsewhere) to the Retention Account, the
Retention Amount for such Retention Date provided however that, to the extent that there are
moneys standing to the credit of the Earnings Accounts (or any of them) as at the Retention
Date, such moneys shall, up to an amount equal to the Retention Amount, be transferred to the
Retention Account from any of the Earnings Accounts on that Retention Date and to that extent
the Borrower’s obligations to procure that the payments referred to in this clause 14.3.1 are
made shall have been fulfilled upon such transfer being effected.
	 
	14.3.2	 	Unless and until there shall occur an Event of Default (whereupon the provisions of
clause 14.4 shall apply), all Retention Amounts credited to the Retention Account together
with interest from time to time accruing or at any time accrued thereon must be applied by the
Account Bank (and the Borrower hereby irrevocably authorises the Account Bank so to apply the
same) upon each Repayment Date and/or on each day that interest is payable pursuant to clause
3.1, in or towards payment to the Agent of the instalment then falling due for repayment or,
as the case may be, the amount of interest then due. Each such application by the Account
Bank shall constitute a payment in or towards satisfaction of the Borrower’s corresponding
payment obligations under this Agreement but shall be strictly without prejudice to the
obligations of the Borrower to make any such payment to the extent that the aforesaid
application by the Account Bank is insufficient to meet the same.
	 
	14.3.3	 	Unless the Agent otherwise agrees in writing and subject to clause 14.3.2, the Borrower
shall not be entitled to withdraw any moneys from the Retention Account at any time during the
Facility Period.
	 
	14.4	 	Application of accounts
	 
	 	 	At any time after the occurrence of an Event of Default, the Agent may (and on the
instructions of the Banks must), without notice to the Borrower, instruct the Account Bank
to apply all moneys then standing to the credit of the Earnings Accounts and/or the
Retention Account or any of them (together with interest from time to time accruing or
accrued thereon) in or towards satisfaction of any sums due to the Creditors or any of
them under the Security Documents in the manner specified in clause 13.1.




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	14.5	 	Charging of accounts
	 
	 	 	The Earnings Accounts, the Retention 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 Earnings Account Pledges and the Retention Account Pledge.
	 
	15	 	ASSIGNMENT, TRANSFER AND LENDING OFFICE
	 
	15.1	 	Benefit and burden
	 
	 	 	This Agreement shall be binding upon, and enure for the benefit of, the Creditors and the
Borrower and their respective successors in title.
	 
	15.2	 	No assignment by Borrower
	 
	 	 	The Borrower may not assign or transfer any of its rights or obligations under this
Agreement.
	 
	15.3	 	Transfers by Banks
	 
	 	 	Any Bank (the “Transferor Bank”) may at any time (without the consent of the Borrower)
cause all or any part of its rights, benefits and/or obligations under this Agreement and
the Security Documents to be transferred to any other bank or financial institution
(provided that there shall be no more than two Banks at any one time) or other company or
legal entity to be used in a securitisation or similar transaction of that Bank’s loan (a
“Transferee Bank”) by delivering to the Agent a Transfer Certificate duly completed and
duly executed by the Transferor Bank and the Transferee Bank. No such transfer is binding
on, or effective in relation to, the Borrower or the Agent unless (i) it is effected or
evidenced by a Transfer Certificate which complies with the provisions of this clause 15.3
and is signed by or on behalf of the Transferor Bank, the Transferee Bank and the Agent
(on behalf of itself, the Borrower and the other Creditors) and (ii) such transfer of
rights under the other Security Documents has been effected and registered. Upon
signature of any such Transfer Certificate by the Agent, which signature must be effected
as promptly as is practicable after such Transfer Certificate has been delivered to the
Agent, and subject to the terms of such Transfer Certificate, such Transfer Certificate
shall have effect as set out below.
	 
	 	 	The following further provisions shall have effect in relation to any Transfer
Certificate:




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	15.3.1	 	a Transfer Certificate may be in respect of a Bank’s rights in respect of all, or part
of, its Commitment and shall be in respect of the same proportion of its Contribution;
	 
	15.3.2	 	a Transfer Certificate shall only be in respect of rights and obligations of the
Transferor Bank in its capacity as a Bank and shall not transfer its rights and obligations as
the Agent, or in any other capacity, as the case may be and such other rights and obligations
may only be transferred in accordance with any applicable provisions of this Agreement;
	 
	15.3.3	 	a Transfer Certificate shall take effect in accordance with English law as follows:






	 	(a)	 	to the extent specified in the Transfer Certificate, the Transferor
Bank’s payment rights and all its other rights (other than those referred to in
clause 15.3.2 above) under this Agreement are assigned to the Transferee Bank
absolutely, free of any defects in the Transferor Bank’s title and of any rights or
equities which the Borrower had against the Transferor Bank;
	 
	 	(b)	 	the Transferor Bank’s Commitment is discharged to the extent specified
in the Transfer Certificate;
	 
	 	(c)	 	the Transferee Bank becomes a Bank with a Contribution and/or a
Commitment of the amounts specified in the Transfer Certificate;
	 
	 	(d)	 	the Transferee Bank becomes bound by all the provisions of this
Agreement and the Security Documents which are applicable to the Banks generally,
including but not limited to those about pro-rata sharing and the exclusion of
liability on the part of, and the indemnification of, the Arranger, the Agent and the
Security Trustee and to the extent that the Transferee Bank becomes bound by those
provisions, the Transferor Bank ceases to be bound by them;
	 
	 	(e)	 	the Loan or part of the Loan which the Transferee Bank makes after the
Transfer Certificate comes into effect ranks in point of priority and security in the
same way as it would have ranked had it been made by the Transferor Bank, assuming
that any defects in the Transferor Bank’s title and any rights or equities of any
Security Party against the Transferor Bank had not existed; and
	 
	 	(f)	 	the Transferee Bank becomes entitled to all the rights under this
Agreement which are applicable to the Banks generally, including but not limited to
those relating to the Banks and those under clauses 3.6, 5 and 12 and to the extent
that the Transferee




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	 	 	 	Bank becomes entitled to such rights, the Transferor Bank ceases to be entitled
to them;






	15.3.4	 	the rights and equities of the Borrower or of any other Security Party referred to above
include, but are not limited to, any right of set-off and any other kind of cross-claim; and
	 
	15.3.5	 	the Borrower and the Creditors hereby irrevocably authorise and instruct the Agent to
sign any such Transfer Certificate on their behalf and undertake not to withdraw, revoke or
qualify such authority or instruction at any time. Promptly upon its signature of any
Transfer Certificate, the Agent shall notify the Borrower, the Transferor Bank and the
Transferee Bank.
	 
	15.4	 	Reliance on Transfer Certificate
	 
	15.4.1	 	The Agent shall be entitled to rely on any Transfer Certificate believed by it to be
genuine and correct and to have been presented or signed by the persons by whom it purports to
have been presented or signed, and shall not be liable to any of the parties to this Agreement
and the Security Documents for the consequences of such reliance.
	 
	15.4.2	 	The Agent shall at all times during the Facility Period maintain a register in which it
shall record the name, Commitments, Contributions and administrative details (including the
lending office) from time to time of the Banks holding a Transfer Certificate and the date at
which the transfer referred to in such Transfer Certificate held by each Bank was transferred
to such Bank, and the Agent shall make the said register available for inspection by any Bank
or the Borrower during normal banking hours upon receipt by the Agent of reasonable prior
notice requesting the Agent to do so.
	 
	15.4.3	 	The entries on the said register shall, in the absence of manifest error, be conclusive
in determining the identities of the Commitments, the Contributions and the Transfer
Certificates held by the Banks from time to time and the principal amounts of such Transfer
Certificates and may be relied upon by the Agent and the other Security Parties for all
purposes in connection with this Agreement and the Security Documents.
	 
	15.5	 	Transfer fees and expenses
	 
	 	 	The Borrower shall not be liable for any costs, fees and expenses or value added tax
incurred by any Bank in connection with the transfer of all or any part of its rights,
benefits and/or obligations under the Security Documents.




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	15.6	 	Documenting transfers
	 
	 	 	If any Bank assigns all or any part of its rights or transfers all or any part of its
rights, benefits and/or obligations as provided in clause 15.3, the Borrower undertakes,
immediately on being requested to do so by the Agent and at the cost of the Transferor
Bank, to enter into, and procure that the other Security Parties shall (at the cost of the
Transferor Bank) enter into, such documents as may be necessary or desirable to transfer
to the Transferee Bank all or the relevant part of such Bank’s interest in the Security
Documents and all relevant references in this Agreement to such Bank shall thereafter be
construed as a reference to the Transferor Bank and/or its Transferee Bank (as the case
may be) to the extent of their respective interests.
	 
	15.7	 	Sub-participation
	 
	 	 	A Bank may sub-participate all or any part of its rights and/or obligations under the
Security Documents without the consent of, or notice to, the Borrower.
	 
	15.8	 	Lending office
	 
	 	 	Each Bank shall lend through its office at the address specified in schedule 1 or, as the
case may be, in any relevant Transfer Certificate or through any other office of such Bank
selected from time to time by it through which such Bank wishes to lend for the purposes
of this Agreement. If the office through which a Bank is lending is changed pursuant to
this clause 15.8, such Bank shall notify the Agent promptly of such change and the Agent
shall notify the rest of the Creditors and the Borrower.
	 
	15.9	 	Securitisation
	 
	 	 	A Bank may include all or any part of the Loan in a securitisation or similar transaction
without the consent of, or any notice to, the Borrower or any Security Party. The Borrower
will assist the Banks as necessary to achieve a successful securitisation (or similar
transaction) Provided that the Borrower shall not be required to bear any third party
costs related to any such securitisation and need only provide such information which any
third parties may reasonably request.
	 
	15.10	 	Disclosure of information
	 
	 	 	The Borrower hereby does, and shall procure that the other Security Parties do,
irrevocably authorise each Creditor to give, divulge and reveal from time to time
information and details




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	 	 	relating to their accounts, the Ships, the Security Documents, the Loan, the Commitments
and any agreement entered into by the Borrower and/or Security Party or information
provided by the Borrower or Security Party in connection with the Security Documents to:






		 	(i) any private, public or internationally recognised authorities that are entitled to and
have requested to obtain such information,
	 
		 	(ii) the Creditors’ respective head offices, branches and affiliates and professional
advisors,
	 
		 	(iii) any other parties to the Security Documents,
	 
		 	(iv) a rating agency or their professional advisors,
	 
		 	(v) any person with whom such Creditor proposes to enter (or considers entering) into
contractual relations in relation to the Loan and/or its Commitment or Contribution, and
	 
	 	 	(vi) any other person regarding the funding, re-financing, transfer, assignment, sale,
sub-participation or operational arrangement or other transaction in relation to the Loan,
its Contribution or its Commitment, including without limitation, for purposes in
connection with a securitisation or any enforcement, preservation, assignment, transfer,
sale or sub-participation of any of such Creditor’s rights and obligations.






	16	 	ARRANGER, AGENT AND SECURITY TRUSTEE
	 
	16.1	 	Appointment of the Agent
	 
	 	 	Each Bank irrevocably appoints the Agent as its agent for the purposes of this Agreement
and such of the Security Documents to which it may be appropriate for the Agent to be
party. By virtue of such appointment, each of the Banks hereby irrevocably authorises the
Agent:
	 
	16.1.1	 	to execute such documents as may be approved by the Banks for execution by the Agent;
and
	 
	16.1.2	 	(whether or not by or through employees or agents) to take such action on such Bank’s
behalf and to exercise such rights, remedies, powers and discretions as are specifically
delegated to the Agent by this Agreement and/or any other Security Document, together with
such powers and discretions as are reasonably incidental thereto.




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	16.2	 	Agent’s actions
	 
	 	 	Any action taken by the Agent in connection howsoever with this Agreement or any of the
other Security Documents whether with requisite authority or on the basis of appropriate
instructions, received from the Banks (or as otherwise duly authorised) shall be binding
on all the Banks.
	 
	16.3	 	Agent’s duties
	 
	 	 	The Agent shall:
	 
	16.3.1	 	promptly notify each Bank of the contents of each notice, certificate or other document
received by it from the Borrower under or pursuant to clauses 8.1.1, 8.1.6, 8.1.7 and 8.1.9;
and
	 
	16.3.2	 	(subject to the other provisions of this clause 16) take (or instruct the Security
Trustee to take) such action or, as the case may be, refrain from taking (or authorise the
Security Trustee to refrain from taking) such action with respect to the exercise of any of
its rights, remedies, powers and discretions as agent, as the Banks may direct.
	 
	16.4	 	Agent’s rights
	 
	 	 	The Agent may:
	 
	16.4.1	 	in the exercise of any right, remedy, power or discretion in relation to any matter, or
in any context, not expressly provided for by this Agreement or any of the other Security
Documents, act or, as the case may be, refrain from acting (or authorise the Security Trustee
to act or refrain from acting) in accordance with the instructions of the Banks, and shall be
fully protected in so doing;
	 
	16.4.2	 	unless and until it shall have received directions from the Banks, take such action or,
as the case may be, refrain from taking such action (or authorise the Security Trustee to take
or refrain from taking such action) in respect of a Default of which the Agent has actual
knowledge as it shall deem advisable in the best interests of the Banks (but shall not be
obliged to do so);
	 
	16.4.3	 	refrain from acting (or authorise the Security Trustee to refrain from acting) in
accordance with any instructions of the Banks to institute any Proceedings arising out of or
in connection with this Agreement or any of the other Security Documents until it and/or the
Security




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	 	 	Trustee has been indemnified and/or secured to its satisfaction against any and all costs,
expenses or liabilities (including legal fees) which it would or might incur as a result;






	16.4.4	 	deem and treat (i) each Bank as the person entitled to the benefit of the Contribution
of such Bank for all purposes of this Agreement unless and until a notice shall have been
filed with the Agent pursuant to clause 15.3 and shall have become effective, and (ii) the
office set opposite the name of each of the Banks in schedule 1 unless and until a written
notice of change of lending office shall have been received by the Agent and the Agent may act
upon any such notice unless and until the same is superseded by a further such notice;
	 
	16.4.5	 	rely as to matters of fact which might reasonably be expected to be within the knowledge
of any Security Party upon a certificate signed by any director or officer of the relevant
Security Party on behalf of the relevant Security Party; and
	 
	16.4.6	 	do anything which is in its opinion necessary or desirable to comply with any law or
regulation in any jurisdiction.
	 
	16.5	 	No liability of Arranger or Agent
	 
	 	 	Neither the Arranger nor the Agent nor any of their respective employees and agents shall:
	 
	16.5.1	 	be obliged to make any enquiry as to the use of any of the proceeds of the Loan unless
(in the case of the Agent) so required in writing by a Bank, in which case the Agent must
promptly make the appropriate request to the Borrower; or
	 
	16.5.2	 	be obliged to make any enquiry as to any breach or default by the Borrower or any other
Security Party in the performance or observance of any of the provisions of this Agreement or
any of the other Security Documents or as to the existence of a Default unless (in the case of
the Agent) the Agent has actual knowledge thereof or has been notified in writing thereof by a
Bank, in which case the Agent must promptly notify the Banks of the relevant event or
circumstance; or
	 
	16.5.3	 	be obliged to enquire whether or not any representation or warranty made by the Borrower
or any other Security Party pursuant to this Agreement or any of the other Security Documents
is true or continues to be true; or
	 
	16.5.4	 	be obliged to do anything (including, without limitation, disclosing any document or
information) which would, or might in its opinion, be contrary to any law or regulation or be




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	 	 	a breach of any duty of confidentiality or otherwise be actionable or render it liable to
any person; or






	16.5.5	 	be obliged to account to any Bank for any sum or the profit element of any sum received
by it for its own account; or
	 
	16.5.6	 	be obliged to institute any Proceedings arising out of or in connection with this
Agreement or any of the other Security Documents other than on the instructions of the Banks
and only then subject to provision satisfactory to the Agent having been made with regard to
payment of costs and indemnification of the Agent qua agent; or
	 
	16.5.7	 	be liable to any Bank for any action taken or omitted under or in connection with this
Agreement or any of the other Security Documents unless caused by its gross negligence or
wilful misconduct.
	 
	 	 	For the purposes of this clause 16, neither the Arranger nor the Agent shall be treated as
having actual knowledge of any matter of which the corporate finance or any other division
outside the agency or loan administration department of the Arranger or the person for the
time being acting as the Agent may become aware in the context of corporate finance,
advisory or lending activities from time to time undertaken by the Arranger or, as the
case may be, the Agent for any Security Party or any other person which may be a trade
competitor of any Security Party or may otherwise have commercial interests similar to
those of any Security Party.
	 
	16.6	 	Non-reliance on Arranger or Agent
	 
	 	 	Each Bank acknowledges that it has not relied on any statement, opinion, forecast or other
representation made by the Arranger or the Agent to induce it to enter into this Agreement
or any of the other Security Documents and that it has made and will continue to make,
without reliance on the Arranger or the Agent and based on such documents as it considers
appropriate, its own appraisal of the creditworthiness of the Security Parties and its own
independent investigation of the financial condition, prospects and affairs of the
Security Parties and of all other relevant factors in connection with the making and
continuation of such Bank’s Commitment or Contribution under this Agreement. Neither the
Arranger nor the Agent shall have any duty or responsibility, either initially or on a
continuing basis, to provide any Bank with any credit or other information with respect to
any Security Party




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	 	 	whether coming into its possession before the making of the Loan or at any time or times
thereafter other than as provided in clause 16.3.1.






	16.7	 	No responsibility on Arranger or Agent for Borrower’s performance
	 
	 	 	Neither the Arranger nor the Agent shall have any responsibility or liability to any Bank:
	 
	16.7.1	 	on account of the failure of any Security Party to perform its obligations under any of
the Security Documents; or
	 
	16.7.2	 	for the financial condition of any Security Party; or
	 
	16.7.3	 	for the completeness or accuracy of any statements, representations or warranties in any
of the Security Documents or any document delivered under any of the Security Documents; or
	 
	16.7.4	 	for the execution, effectiveness, adequacy, genuineness, validity, enforceability or
admissibility in evidence of any of the Security Documents or of any certificate, report or
other document executed or delivered under any of the Security Documents; or
	 
	16.7.5	 	to investigate or make any enquiry into the title of the Borrower or any other Security
Party to the Ships or any other security or any part thereof; or
	 
	16.7.6	 	for the failure to register any of the Security Documents with any official or
regulatory body or office or elsewhere; or
	 
	16.7.7	 	for taking or omitting to take any other action under or in relation to any of the
Security Documents or any aspect of any of the Security Documents; or
	 
	16.7.8	 	on account of the failure of the Security Trustee to perform or discharge any of its
duties or obligations under the Security Documents; or
	 
	16.7.9	 	otherwise in connection with this Agreement or its negotiation or for acting (or, as the
case may be, refraining from acting) in accordance with the instructions of the Banks.
	 
	16.8	 	Reliance on documents and professional advice
	 
	 	 	Each of the Arranger and the Agent shall be entitled to rely on any communication,
instrument or document believed by it to be genuine and correct and to have been signed or
sent by the proper person and shall be entitled to rely as to legal or other professional
matters




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	 	 	on opinions and statements of any legal or other professional advisers selected or
approved by it (including those in the Arranger’s or, as the case may be, the Agent’s
employment).






	16.9	 	Other dealings
	 
	 	 	Each of the Arranger and the Agent may, without any liability to account to the Banks,
accept deposits from, lend money to, and generally engage in any kind of banking or other
business with, and provide advisory or other services to, any Security Party or any of its
Related Companies or any of the Banks as if it were not the Arranger or, as the case may
be, the Agent.
	 
	16.10	 	Rights of Agent as Bank; no partnership
	 
	 	 	With respect to its own Commitment and Contribution (if any) the Agent shall have the same
rights and powers under the Security Documents as any other Bank and may exercise the same
as though it were not performing the duties and functions delegated to it under this
Agreement and the term “Banks” shall, unless the context clearly otherwise indicates,
include the Agent in its individual capacity as a Bank. This Agreement shall not and shall
not be construed so as to constitute a partnership between the parties or any of them.
	 
	16.11	 	Amendments and waivers
	 
	16.11.1	 	Subject to clause 16.11.2, the Agent may, with the consent of the Banks (or if and to
the extent expressly authorised by the other provisions of any of the Security Documents) and,
if so instructed by the Banks, must:






	 	(a)	 	agree (or authorise the Security Trustee to agree) amendments or
modifications to any of the Security Documents with the Borrower and/or any other
Security Party; and/or
	 
	 	(b)	 	vary or waive breaches of, or defaults under, or otherwise excuse
performance of, any provision of any of the other Security Documents by the Borrower
and/or any other Security Party (or authorise the Security Trustee to do so).






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




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






	 	(a)	 	reduce the Margin;
	 
	 	(b)	 	postpone the due date or reduce the amount of any payment of principal,
interest or other amount payable by any Security Party under any of the Security
Documents;
	 
	 	(c)	 	change the currency in which any amount is payable by any Security
Party under any of the Security Documents;
	 
	 	(d)	 	increase any Bank’s Commitment;
	 
	 	(e)	 	extend the Availability Period;
	 
	 	(f)	 	change any provision of any of the Security Documents which expressly
or implied requires the approval or consent of all the Banks such that the relevant
approval or consent may be given otherwise than with the sanction of all the Banks;
	 
	 	(g)	 	change the order of distribution under clauses 6.10 and 15.1;
	 
	 	(h)	 	change this clause 16.11;
	 
	 	(i)	 	change the definition of “Banks” in clause 1.2; or
	 
	 	(j)	 	release any Security Party from the security constituted by any
Security Document (except as required by the terms thereof or by law) or change the
terms and conditions upon which such security or guarantee may be, or is required to
be, released.






	16.12	 	Reimbursement and indemnity by Banks
	 
	 	 	Each Bank must reimburse the Agent (rateably in accordance with such Bank’s aggregate
Commitment or, after a Drawdown Date, its Contribution), to the extent that the Agent is
not




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	 	 	reimbursed by the Borrower, for the costs, charges and expenses incurred by the Agent
which are expressed to be payable by the Borrower under clause 5.1 including (in each
case) the fees and expenses of legal or other professional advisers. Each Bank agrees to
indemnify the Agent on demand (rateably in accordance with such Bank’s aggregate
Commitment or, after a Drawdown Date, its Contribution) against all liabilities, damages,
costs and claims whatsoever incurred by the Agent in connection with any of the Security
Documents any Proceedings initiated in connection therewith or the performance of its
duties under any of the Security Documents or any action taken or omitted by the Agent
under any of the Security Documents, unless such liabilities, damages, costs or claims
arise from the Agent’s own gross negligence or wilful misconduct.






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






	 	(a)	 	a Related Company of the Agent nominated by the Agent which the Banks
hereby irrevocably and unconditionally agree to appoint or, failing such nomination,
	 
	 	(b)	 	a Bank nominated by the Banks or, failing such a nomination,
	 
	 	(c)	 	any reputable and experienced bank or financial institution nominated
by the retiring Agent.






	 	 	Any corporation into which the retiring Agent may be merged or converted or any
corporation with which the Agent may be consolidated or any corporation resulting from any
merger, conversion, amalgamation, consolidation or other reorganisation to which the Agent
shall be a party shall, to the extent permitted by applicable law, be the successor Agent
under this Agreement and the other Security Documents without the execution or filing of
any document or any further act on the part of any of the parties to this Agreement and
the other Security Documents save that notice of any such merger, conversion,
amalgamation, consolidation or other reorganisation shall forthwith be given to each
Security Party and the Banks. Prior to any such successor being appointed, the Agent
agrees to consult with the Borrower as to the identity of the proposed successor and to
take account of any reasonable objections which the Borrower may raise to such successor
being appointed.




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	16.13.2	 	Upon any such successor as aforesaid being appointed, the retiring Agent shall be
discharged from any further obligation under the Security Documents (but shall continue to
have the benefit of this clause 16 in respect of any action it has taken or refrained from
taking prior to such discharge) and its successor and each of the other parties to this
Agreement shall have the same rights and obligations among themselves as they would have had
if such successor had been a party to this Agreement in place of the retiring Agent. The
retiring Agent shall (at the expense of the Borrower) provide its successor with copies of
such of its records as its successor reasonably requires to carry out its functions under the
Security Documents.
	 
	16.14	 	Appointment and retirement of Security Trustee
	 
	16.14.1	 	Appointment
	 
	 	 	Each of the Banks and the Agent irrevocably appoints the Security Trustee as its Security
Trustee and trustee for the purposes of this Agreement and the Security Documents, in each
case on the terms set out in this Agreement. By virtue of such appointment, each of the
Banks and the Agent hereby authorises the Security Trustee (whether or not by or through
employees or agents) to take such action on its behalf and to exercise such rights,
remedies, powers and discretions as are specifically delegated to the Security Trustee by
this Agreement and/or the Security Documents, together with such powers and discretions as
are reasonably incidental thereto.
	 
	16.14.2	 	Retirement
	 
	 	 	Without prejudice to clause 16.13, the Security Trustee may, having given to the Borrower
and each of the Banks not less than fifteen (15) days’ notice of its intention to do so,
retire from its appointment as Security Trustee under this Agreement and any Trust Deed,
provided that no such retirement shall take effect unless there has been appointed by the
Banks and the Agent as a successor Security Trustee and trustee:






	 	(a)	 	a Related Company of the Security Trustee nominated by the Security
Trustee which the Banks hereby irrevocably and unconditionally agree to appoint or,
failing such nomination,
	 
	 	(b)	 	a bank or trust corporation nominated by the Banks or, failing such a
nomination,
	 
	 	(c)	 	any bank or trust corporation nominated by the retiring Security
Trustee,




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






	 	 	Any corporation into which the retiring Security Trustee may be merged or converted or any
corporation with which the Security Trustee may be consolidated or any corporation
resulting from any merger, conversion, amalgamation, consolidation or other reorganisation
to which the Security Trustee shall be a party shall, to the extent permitted by
applicable law, be the successor Security Trustee under this Agreement, any Trust Deed and
the other Security Documents without the execution or filing of any document or any
further act on the part of any of the parties to this Agreement, any Trust Deed and the
other Security Documents save that notice of any such merger, conversion, amalgamation,
consolidation or other reorganisation shall forthwith be given to each Security Party and
the Banks. Prior to any such successor being appointed, the Security Trustee agrees to
consult with the Borrower as to the identity of the proposed successor and to take account
of any reasonable objections which the Borrower may raise to such successor being
appointed.
	 
	 	 	Upon any such successor as aforesaid being appointed, the retiring Security Trustee shall
be discharged from any further obligation under the Security Documents (but shall continue
to have the benefit of this clause 16 in respect of any action it has taken or refrained
from taking prior to such discharge) and its successor and each of the other parties to
this Agreement shall have the same rights and obligations among themselves as they would
have had if such successor had been a party to this Agreement in place of the retiring
Security Trustee. The retiring Security Trustee shall (at the expense of the Borrower)
provide its successor with copies of such of its records as its successor reasonably
requires to carry out its functions under the Security Documents.






	16.15	 	Powers and duties of the Security Trustee
	 
	16.15.1	 	The Security Trustee shall have no duties, obligations or liabilities to any of the
other Creditors beyond those expressly stated in any of the Security Documents. Each of the
Agent and the Banks hereby authorises the Security Trustee to enter into and execute:




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	 	(a)	 	each of the Security Documents to which the Security Trustee is or is
intended to be a party; and
	 
	 	(b)	 	any and all such other Security Documents as may be approved by the
Agent in writing (acting on the instructions of the Banks) for entry into by the
Security Trustee,






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






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






	 	(a)	 	amend, modify or otherwise vary any provision of the Security Documents
to which the Security Trustee is or is intended to be a party; or
	 
	 	(b)	 	waive breaches of, or defaults under, or otherwise excuse performance
of, any provision of the Security Documents to which the Security Trustee is or is
intended to be a party.






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






	16.15.3	 	The Security Trustee must not concur with any Security Party with respect to any of the
matters described in clause 16.11.2 without the consent of the Banks communicated in writing
by the Agent.
	 
	16.15.4	 	The Security Trustee must (subject to the other provisions of this clause 16) take such
action or, as the case may be, refrain from taking such action, with respect to any of its
rights, powers and discretions as Security Trustee and trustee, as the Agent may direct.
Subject as provided in the foregoing provisions of this clause, unless and until the Security
Trustee shall have received such instructions from the Agent, the Security Trustee may, but
shall not be obliged to, take (or refrain from taking) such action under or pursuant to the
Security Documents referred to in clause 16.14 as the Security Trustee shall deem advisable in
the best interests of the Creditors provided that (for the avoidance of doubt), to the extent
that this clause might otherwise be construed as authorising the Security Trustee to take, or
refrain from taking, any action of the nature referred to in clause 16.15.2 (and for which the
prior




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	 	 	consent of the Banks is expressly required under clause 16.15.3), clauses 16.15.2 and
16.15.3 shall apply to the exclusion of this clause 16.15.4.






	16.15.5	 	None of the Banks nor the Agent shall have any independent power to enforce any of the
Security Documents referred to in clause 16.14 or to exercise any rights, discretions or
powers or to grant any consents or releases under or pursuant to such Security Documents or
any of them or otherwise have direct recourse to the security and/or guarantees constituted by
such Security Documents or any of them except through the Security Trustee.
	 
	16.15.6	 	For the purpose of this clause 16, the Security Trustee may, rely and act in reliance
upon any information from time to time furnished to the Security Trustee by the Agent (whether
pursuant to clause 16.15.7 or otherwise) unless and until the same is superseded by further
such information, so that the Security Trustee shall have no liability or responsibility to
any party as a consequence of placing reliance on and acting in reliance upon any such
information unless the Security Trustee has actual knowledge that such information is
inaccurate or incorrect.
	 
	16.15.7	 	Without prejudice to the foregoing each of the Agent and the Banks (whether directly or
through the Agent) must provide the Security Trustee with such written information as the
Security Trustee may reasonably require for the purpose of carrying out its duties and
obligations under the Security Documents referred to in clause 16.14.
	 
	16.16	 	Trust provisions
	 
	16.16.1	 	The trusts constituted or evidenced in or by this Agreement and the Trust Deed shall
remain in full force and effect until whichever is the earlier of:






	 	(a)	 	the expiration of a period of eighty (80) years from the Execution
Date; and
	 
	 	(b)	 	the end of the Facility Period,






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






	16.16.2	 	In its capacity as trustee in relation to the Security Documents specified in clause
16.14, the Security Trustee shall, without prejudice to any of the powers, discretions and
immunities conferred upon trustees by law (and to the extent not inconsistent with the
provisions of any




93









 






	 	 	of those Security Documents), have all the same powers and discretions as a natural person
acting as the beneficial owner of such property and/or as are conferred upon the Security
Trustee by any of those Security Documents.






	16.16.3	 	It is expressly declared that, in its capacity as trustee in relation to the Security
Documents specified in clause 16.14, the Security Trustee shall be entitled to invest moneys
forming part of the security and which, in the opinion of the Security Trustee, may not be
paid out promptly following receipt in the name or under the control of the Security Trustee
in any of the investments for the time being authorised by law for the investment by trustees
of trust moneys or in any other property or investments whether similar to the aforesaid or
not or by placing the same on deposit in the name or under the control of the Security Trustee
as the Security Trustee may think fit without being under any duty to diversify its
investments and the Security Trustee may at any time vary or transpose any such property or
investments for or into any others of a like nature and shall not be responsible for any loss
due to depreciation in value or otherwise of such property or investments. Any investment of
any part or all of the security may, at the discretion of the Security Trustee, be made or
retained in the names of nominees.
	 
	16.17	 	Independent action by Creditors
	 
	 	 	None of the Creditors may enforce, exercise any rights, remedies or powers or grant any
consents or releases under or pursuant to, or otherwise have a direct recourse to the
security and/or guarantees constituted by any of the Security Documents without the prior
written consent of the Banks but, provided such consent has been obtained, it shall not be
necessary for any other Creditor to be joined as an additional party in any Proceedings
for this purpose.
	 
	16.18	 	Common Agent and Security Trustee
	 
	 	 	The Agent and the Security Trustee have entered into the Security Documents in their
separate capacities (a) as agent for the Banks under and pursuant to this Agreement (in
the case of the Agent) and (b) as Security Trustee and trustee for the Banks and the Agent
under and pursuant to this Agreement, to hold the guarantees and/or security created by
the Security Documents specified in clause 16.14 on the terms set out in such Security
Documents (in the case of the Security Trustee). However, from time to time the Agent and
the Security Trustee may be the same entity. When the Agent and the Security Trustee are
the same entity and any Security Document provides for the Agent to communicate with or
provide




94









 






	 	 	instructions to the Security Trustee (and vice versa), any requirement for such formal
communications or instructions is hereby waived by all the parties to this Agreement.






	16.19	 	Co-operation to achieve agreed priorities of application
	 
	 	 	The Banks and the Agent must co-operate with each other and with the Security Trustee and
any receiver under the Security Documents in realising the property and assets subject to
the Security Documents and in ensuring that the net proceeds realised under the Security
Documents after deduction of the expenses of realisation are applied in accordance with
clause 13.1.
	 
	16.20	 	Prompt distribution of proceeds
	 
	 	 	Moneys received by any of the Creditors (whether from a receiver or otherwise) pursuant to
the exercise of (or otherwise by virtue of the existence of) any rights and powers under
or pursuant to any of the Security Documents must (after providing for all costs, charges,
expenses and liabilities and other payments ranking in priority) be paid to the Agent for
distribution (in the case of moneys so received by any of the Creditors other than the
Agent or the Security Trustee) and must be distributed by the Agent or, as the case may
be, the Security Trustee (in the case of moneys so received by the Agent or, as the case
may be, the Security Trustee) in each case in accordance with clause 13.1. The Agent or,
as the case may be, the Security Trustee must make each such application and/or
distribution as soon as is practicable after the relevant moneys are received by, or
otherwise become available to, the Agent or, as the case may be, the Security Trustee
except that (without prejudice to any other provision contained in any of the Security
Documents) the Agent or, as the case may be, the Security Trustee (acting on the
instructions of the Banks) or any receiver may credit any moneys received by it to a
suspense account for so long and in such manner as the Agent or such receiver may from
time to time determine with a view to preserving the rights of the Agent and/or the
Security Trustee and/or the Arranger and/or the Banks or any of them to provide for the
whole of their respective claims against the Borrower or any other person liable.
	 
	16.21	 	Reconventioning
	 
	 	 	After consultation with the Borrower, the Banks and, notwithstanding clause 16.11, the
Agent shall be entitled to make such amendments to this Agreement as it may determine to
be necessary to take account of any changes in market practices as a consequence of the
European Monetary Union (whether as to the settlement or rounding of obligations, business






95











 






	 	 	days, the calculation of interest or otherwise whatsoever). So far as possible such
amendments shall be such as to put the parties in the same position as if the event or
events giving rise the need to amend this Agreement had not occurred. Any amendment so
made to this Agreement by the Agent shall be promptly notified to the other parties hereto
and shall be binding on all parties hereto.






	17	 	NOTICES AND OTHER MATTERS
	 
	17.1	 	Notices
	 
	17.1.1	 	unless otherwise specifically provided herein, every notice under or in connection with this
Agreement shall be given in English by letter delivered personally and/or sent by post and/or
transmitted by fax;
	 
	17.1.2	 	in this clause “notice” includes any demand, consent, authorisation, approval, instruction,
certificate, request, waiver or other communication.
	 
	17.2	 	Addresses for communications, effective date of notices
	 
	17.2.1	 	Subject to clause 17.2.2 and clause 17.2.4 notices to the Borrower shall be deemed to have
been given and shall take effect when received in full legible form by the Borrower at the
address and/or the fax number appearing below (or at such other address or fax number as the
Borrower may hereafter specify for such purpose to the Agent by notice in writing);






	 	 	Address: 	331 Kifissias Avenue

145 61 Kifissia

Athens, Greece

	 
	 	 	 	Fax No: +30 210 625 2817






	17.2.2	 	Notwithstanding the provisions of clause 17.2.1 or clause 17.2.4, a notice of Default and/or
a notice given pursuant to clause 10.2 or clause 10.3 shall be deemed to have been given and
shall take effect when delivered, sent or transmitted by the Agent or the Banks or any of them
to the Borrower to the address or fax number referred to in clause 17.2.1;
	 
	17.2.3	 	Subject to clause 17.2.4, notices to the Agent and/or Arranger and/or Security Trustee shall
be deemed to be given, and shall take effect, when received in full legible form by the Agent
at the address and/or the fax number appearing below (or at any such other address or fax
number as the Agent may hereafter specify for such purpose to the Borrower and the other
Creditors by notice in writing);




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	 	Address:	 	 DVB Bank SE, Nordic branch

Strandgaten 18

P.O. Box 701 S

5807 Bergen, Norway
	 
	 	Attn:
Fax no:	 	 Loan Administration Dept.

 +47 55 309-450






	17.2.4	 	Subject to clause 17.2.5 and clause 17.3, notices to a Bank shall be deemed to be given and
shall take effect when received in full legible form by such Bank at its address and/or fax
number specified in schedule 1 or any relevant Transfer Certificate (or at any other address
or fax number as such Bank may hereafter specify for such purpose to the other Creditors); and
	 
	17.2.5	 	If under clause 17.2.1, clause 17.2.3 or clause 17.2.4 a notice would be deemed to have been
given and effective on a day which is not a working day in the place of receipt or is outside
the normal business hours in the place of receipt, the notice shall be deemed to have been
given and to have taken effect at the opening of business on the next working day in such
place.
	 
	17.3	 	Notices through the Agent
	 
	 	 	Every notice under this Agreement or (unless otherwise provided therein) any other
Security Document to be given by the Borrower to any other party, shall be given to the
Agent for onward transmission as appropriate and every notice under this Agreement to be
given to the Borrower shall (except otherwise provided in the Security Documents) be given
to the Borrower by the Agent.
	 
	18	 	BORROWER’S OBLIGATIONS
	 
	18.1	 	Liability unconditional
	 
	 	 	None of the obligations or liabilities of the Borrower under any Security Document shall
be discharged or reduced by reason of:
	 
	18.1.1	 	the death, bankruptcy, unsoundness of mind, insolvency, liquidation, dissolution,
winding-up, administration, receivership, amalgamation, reconstruction or other incapacity of
any person whatsoever (including, in the case of a partnership, a termination or change in the
composition of the partnership) or any change of name or style or constitution of any other
person liable;




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	18.1.2	 	the Agent (acting on the instructions of the Banks) granting any time, indulgence or
concession to, or compounding with, discharging, releasing or varying the liability of, 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, varying any compromise, arrangement or settlement or omitting to
claim or enforce payment from any other person liable; or
	 
	18.1.3	 	anything done or omitted which but for this provision might operate to exonerate any other
person liable.
	 
	18.2	 	Recourse to other security
	 
	 	 	The Creditors shall not be obliged to make any claim or demand or to resort to any
security or other means of payment now or hereafter held by or available to them for
enforcing any of the Security Documents against the Borrower or any other person liable
and no action taken or omitted by any Creditor in connection with any such security or
other means of payment will discharge, reduce, prejudice or affect the liability of the
Borrower under the Security Documents to which any of them is, or is to be, a party.
	 
	18.3	 	Waiver of Borrower’s rights
	 
	 	 	The Borrower agrees with each Creditor that, throughout the Facility Period, it will not,
without the prior written consent of the Agent (acting on the instructions of the Banks):
	 
	18.3.1	 	exercise any right of subrogation, reimbursement and indemnity against any other person
liable under the Security Documents;
	 
	18.3.2	 	demand or accept repayment in whole or in part of any Indebtedness now or hereafter due to
the Borrower from any other person liable or demand or accept any guarantee against financial
loss or any document or instrument created or evidencing an Encumbrance in respect of the same
or dispose of the same;
	 
	18.3.3	 	take any steps to enforce any right against any other person liable in respect of any such
moneys; or
	 
	18.3.4	 	claim any set-off or counterclaim against any other person liable or claim or prove in
competition with any Creditor in the liquidation of any other person liable or have the
benefit of, or share in, any payment from or composition with, any other person liable or any
security




98









 






	 	 	granted under any Security Document
now or hereafter held by any Creditor
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
Agent, it will prove for the whole or
any part of its claim in the
liquidation of any other person liable
on terms that the benefit of such
proof and all money received by it in
respect thereof shall be held on trust
for the Banks and applied in or
towards discharge of any moneys owing
under this Agreement in such manner as
the Agent (acting on the instructions
of the Banks) shall require.






	19	 	GOVERNING LAW






	 	 	This Agreement and any non-contractual obligations arising out of or in connection with it
shall be governed by, and construed in accordance with, English law.
	 
	20	 	JURISDICTION
	 
	20.1	 	Exclusive jurisdiction
	 
	 	 	For the benefit of the Creditors, and subject to clause 20 below, the Borrower hereby
irrevocably agrees that the courts of England shall have exclusive jurisdiction:
	 
	20.1.1	 	to settle any disputes or other matters whatsoever arising under or in connection with this
Agreement (or any non-contractual obligation arising out of or in connection with this
Agreement) and any disputes or other such matters arising in connection with the
negotiation, validity or enforceability of this Agreement or any part thereof, whether the
alleged liability shall arise under the laws of England or under the laws of some other
country and regardless of whether a particular cause of action may successfully be brought in
the English courts; and
	 
	20.1.2	 	to grant interim remedies or other provisional or protective relief.
	 
	20.2	 	Submission and service of process
	 
	 	 	The Borrower accordingly, irrevocably and unconditionally submits to the jurisdiction of
the English courts. Without prejudice to any other mode of service the Borrower:
	 
	20.2.1	 	irrevocably empowers and appoints Saville & Co at their office for the time being, presently
at One Carey Lane, London EC2V 8AE, England as its agent to receive and accept on its behalf




99









 






	 	 	any process or other document relating to any proceedings before the English courts in
connection with this Agreement;
	 
	20.2.2	 	agrees to maintain such an agent for service of process in England from the date hereof
until the end of the Facility Period;
	 
	20.2.3	 	agrees that failure by a process agent to notify the Borrower of service of process will not
invalidate the proceedings concerned;
	 
	20.2.4	 	without prejudice to the effectiveness of service of process on its agent under clause
20.2.1 above but as an alternative method, consents to the service of process relating to any
such proceedings by mailing or delivering a copy of the process to its address for the time
being applying under clause 17.2;
	 
	20.2.5	 	agrees that if the appointment of any person mentioned in clause 20.2.1 ceases to be
effective, the Borrower shall immediately appoint a further person in England to accept
service of process on its behalf in England and, failing such appointment within seven (7)
days the Agent shall thereupon be entitled and is hereby irrevocably authorised by the
Borrower in those circumstances to appoint such person by notice to the Borrower.
	 
	20.3	 	Forum non conveniens and enforcement abroad
	 
	 	 	The Borrower:
	 
	20.3.1	 	waives any right and agrees not to apply to the English court or other court in any
jurisdiction whatsoever to stay or strike out any proceedings commenced in England on the
ground that England is an inappropriate forum and/or that Proceedings have been or will be
started in any other jurisdiction in connection with any dispute or related matter falling
within clause 20.1; and
	 
	20.3.2	 	agrees that a judgment or order of an English court in a dispute or other matter falling
within clause 20.1 shall be conclusive and binding on the Borrower and may be enforced against
it in the courts of any other jurisdiction.




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	20.4	 	Right of Creditors, but not Borrower, to bring Proceedings in any other jurisdiction
	 
	20.4.1	 	nothing in this clause 20 limits the right of any Creditor to bring Proceedings, including
third party proceedings, against the Borrower, or to apply for interim remedies, in connection
with this Agreement in any other court and/or concurrently in more than one jurisdiction;
	 
	20.4.2	 	the obtaining by any Creditor of judgment in one jurisdiction shall not prevent such
Creditor from bringing or continuing Proceedings in any other jurisdiction, whether or not
these shall be founded on the same cause of action.
	 
	20.5	 	Enforceability despite invalidity of Agreement
	 
	 	 	Without prejudice to the generality of clause 13.9, the jurisdiction agreement contained
in this clause 20 shall be severable from the rest of this Agreement and shall remain
valid, binding and in full force and shall continue to apply notwithstanding this
Agreement or any part thereof being held to be avoided, rescinded, terminated, discharged,
frustrated, invalid, unenforceable, illegal and/or otherwise of no effect for any reason.
	 
	20.6	 	Effect in relation to claims by and against non-parties
	 
	20.6.1	 	For the purpose of this clause “Foreign Proceedings” shall mean any Proceedings except
proceedings brought or pursued in England arising out of or in connection with or in any way
related to (i) any of the Security Documents or any assets subject thereto or (ii) any action
of any kind whatsoever taken by any Creditor pursuant thereto or which would, if brought by
the Borrower against any Creditor, have been required to be brought in the English courts;
	 
	20.6.2	 	the Borrower may not bring or pursue any Foreign Proceedings against any Creditor and shall
use its best endeavours to prevent persons not party to this Agreement from bringing or
pursuing any Foreign Proceedings against any Creditor;
	 
	20.6.3	 	if, for any reason whatsoever, any Security Party and/or any third party brings or pursues
against any Creditor, any Foreign Proceedings, the Borrower must indemnify such Creditor on
demand in respect of any and all claims, losses, damages, demands, causes of action,
liabilities, costs and expenses (including, but not limited to, legal costs) of whatsoever
nature howsoever arising from or in connection with such Foreign Proceedings which such
Creditor (or the Agent on its behalf) certifies as having been incurred by it;




101









 






	20.6.4	 	the Creditors and the Borrower hereby agree and declare that the benefit of this clause 20
shall extend to and may be enforced by any officer, employee, agent or business associate of
any of the Creditors against whom the Borrower brings a claim in connection howsoever with any
of the Security Documents or any assets subject thereto or any action of any kind whatsoever
taken by, or on behalf of or for the purported benefit of any Creditor pursuant thereto or
which, if it were brought against the Creditor, would fall within the material scope of clause
20.1. In those circumstances this clause 20 shall be read and construed as if references to
any Creditor were references to such officer, employee, agent or business associate, as the
case may be.




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





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Schedule 1




The Banks and their Commitments



	 	 	 	 	 
	 	 	 	 	Commitment
	Name	 	Address and fax number	 	(USD)
	 
	DVB Bank SE, 

Nordic Branch

	 	Lending Office
	 	USD 49,500,000
	 

	 	Strandgaten 18	 	 
	 

	 	P.O. Box 701 S	 	 
	 

	 	5807 Bergen, Norway	 	 
	 
	 	 	 	 
	 

	 	Address for Notices	 	 
	 

	 	Strandgaten 18	 	 
	 

	 	P.O. Box 701 S	 	 
	 

	 	5807 Bergen, Norway	 	 
	 
	 	 	 	 
	 

	 	Attn: Loan Administration Dept.	 	 
	 

	 	Fax no: +47 55 309-450	 	 
	 
	 

	 	Total Commitment
	 	USD 49,500,000






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Schedule 2




Form of Drawdown Notice



(referred to in clause 2.4)




	 	 	 	 	 

	To:
	 	DVB Bank SE
	 	 
	 	 	Strandgaten 18
	 	 
	 	 	P.O. Box 701 S
	 	 
	 	 	5807 Bergen, Norway

	 	[•]






USD 49,500,000




Loan Agreement dated [•] 2011 (the “Loan Agreement”)




We refer to the Loan Agreement. Words and expressions whose meanings are defined therein shall
have the same meaning when used herein.




We hereby give you notice that we wish to draw down an Advance in the sum of USD [    ] on [date] and
select a first 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 Default has occurred or will occur as a result of drawdown of the Advance herein
requested;
	 
	(a)	 	the representations and warranties contained in clause 7 of the Loan Agreement are true and
correct at the date hereof as if made with respect to the facts and circumstances existing at
such date;
	 
	(a)	 	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
howsoever) to be exceeded; and
	 
	(a)	 	there has been no material adverse change in our financial position or in the combined
financial position of ourselves, the Managers and our respective Related Companies, from that
described by us to the Creditors or any of them in the negotiation of the Loan Agreement
and/or in any documents or statements already delivered to the Bank in connection therewith.






	By	 	 

	 	Authorised Signatory	 




104









 











Schedule 3




Conditions Precedent



Part A




(referred to in clause 9.1.1)





	(a)	 	Corporate Documents
	 
	 	 	Certified copies of all documents which evidence or relate to the constitution of each
corporate Security Party and its current corporate existence;






	(b)	 	Corporate Authorities






	 	(i)	 	Certified copies of resolutions of the directors and (if required by the
Banks) Shareholders of each corporate Security Party approving such of the Underlying
Documents and Security Documents to which such Security Party is a party and
authorising the execution and delivery thereof and performance of such Security
Party’s obligations thereunder additionally certified by an officer of such Security
Party as having been passed at a duly convened meeting of the directors (and
Shareholders, if required) of such Security Party and as not having been amended,
modified or revoked and being in full force and effect; and
	 
	 	(ii)	 	originals or Certified Copies of any powers of attorney issued by any
Security Party pursuant to such resolutions;






	(c)	 	Required Authorisations
	 
	 	 	a certificate (dated no earlier than 5 Banking Days prior to the relevant Drawdown Date)
that there are no Required Authorisations or that there are no Required Authorisations
except those described in such certificate and Certified Copies of which as duly executed
(including any conditions and/or documents ancillary thereto) are appended thereto;






	(d)	 	Certificate of incumbency
	 
	 	 	a list of directors and officers of each Corporate Security Party specifying the names and
positions of such persons, certified by an officer of such Security Party to be true,
complete and up to date;






	(e)	 	Beneficial Ownership
	 
	 	 	evidence acceptable to the Agent confirming the beneficial ownership and control of the
Borrower and the Guarantors;




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	(f)	 	Capital Structure
	 
	 	 	evidence in form and substance acceptable to the Agent as to the capital structure of the
Borrower and the Guarantors;
	 
	(g)	 	Financial Statements
	 
	 	 	The financial statements of the Borrower and each of the Guarantors for the financial
year 2007 in a form and with a content acceptable to the Agent;
	 
	(h)	 	Security Documents
	 
	 	 	the Shares Pledges, the Retention Account Pledge, the Collateral Guarantees, the
Collateral Mortgages, the Collateral General Assignments, any Collateral Charter
Assignment and (if the Approved Employment Contract is a bareboat charter) the Collateral
Tripartite Deed and the Collateral Manager’s Undertakings;
	 
	(i)	 	Supplement to Existing Loan Agreement
	 
	 	 	an agreement supplemental to the Existing Loan Agreement in such form as the Agent may
require, duly signed by the parties thereto;
	 
	(j)	 	Know-your-customer/Loan Administration Form
	 
	 	 	all such documentation and information as any Bank may require from any Security Party
pursuant to that Bank’s “know-your-customer” requirements in respect of the Borrower and
the Guarantors, together with the Loan Administration Form duly signed by the Borrower;
	 
	(k)	 	Specimen signatures
	 
	 	 	Certified (in a certificate dated no earlier than 5 Banking Days prior to the date of
this Agreement) Copies of the signatures of the persons who have been authorised on
behalf of each Security Party to execute such of the Security Documents to which such
Security Party is a party and any documents issued pursuant thereto;
	 
	(l)	 	Certified Copies of Underlying Documents
	 
	 	 	Certified copies of the Shipbuilding Contracts and such of the Underlying Documents as are
then in existence;
	 
	(k)	 	Retention Account
	 
	 	 	Evidence that the Retention Account has been duly opened with the Account Bank in the name
of the Borrower;
	 
	(m)	 	Foreign legal opinions
	 
		 	opinions on matters of the Marshall Islands law, Liberian law and Greek law satisfactory
to the Agent;
	 
	(n)	 	Further opinions
	 
	 	 	such further professional opinions as the Agent may reasonably require;




106









 












	(o)	 	Fees
	 
	 	 	evidence that any fees and commissions due payable by the Borrower to any of the Creditors
pursuant to the terms of clause 5.1 or any other provision of the Security Documents have
been paid in full; and
	 
	(p)	 	Security Parties’ process agent
	 
	 	 	a letter from each Security Party’s agent for receipt of service of proceedings referred
to in each of the Security Documents to which such Security Party is a party accepting its
appointment under each such Security Document; and
	 
	(q)	 	Due diligence report
	 
	 	 	a due diligence report prepared by the Borrower’s lawyers in respect of the Security
Documents, the Underlying Documents and any charter entered into in respect of the Ships,
in form and substance acceptable to the Agent and its advisers.





PART B




(referred to in Clause 9.1.2)



In this Schedule 3 Part B “Relevant Advance” means the Advance which is being made available,
“Relevant Ship” means the Ship in respect of which that Advance is being made available and
“Relevant Owner” means the Owner which is the buyer of the Relevant Ship.





	(a)	 	Delivery
	 
	 	 	evidence that the Relevant Ship has been delivered to the Relevant Owner in accordance with
the relevant Shipbuilding Contract (including, but not limited to, builder’s certificate,
bill of sale, protocol of delivery and acceptance) and evidence that all amounts (other than
those payable by the Relevant Advance) have been paid to the Builder under the relevant
Shipbuilding Contract;
	 
	(b)	 	The Relevant Ship
	 
	 	 	evidence that the Relevant Ship:






	 	(i)	 	Registration and Encumbrances
	 
	 	 	 	is registered in the name of the Relevant Owner through the Registry under the laws
and flag of the Flag State and that the Ship and her Earnings, Insurances and
Requisition Compensation (as defined in the Mortgage) are free of Encumbrances
except Permitted Encumbrances;
	 
	 	(ii)	 	Classification
	 
	 	 	 	maintains the Classification free of all requirements and recommendations of the
Classification Society (such evidence to be provided at least 2 days prior to the
relevant Drawdown Date and details of the Classification and Classification Society
to be provided at least 15 days prior to the relevant Drawdown Date);




107









 












	 	(iii)	 	Insurance






	 	 	 	is insured in accordance with the provisions of the Relevant Ship Security Documents
and all requirements of the 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 the 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 the Relevant Ship), such evidence to
be provided at least 5 days prior to the relevant Drawdown Date;






	(b)	 	Title
	 
	 	 	evidence that good title to the Relevant Ship has been transferred to the Relevant Owner;
	 
	(c)	 	Security Documents
	 
	 	 	the Guarantee from the Relevant Owner, the Earnings Account Pledge, the Mortgage, the
General Assignment, any Charter Assignment (and if the relevant Approved Employment Contract
is a bareboat charter, the Tripartite Deed) and the Manager’s Undertakings in respect of the
Relevant Ship duly executed and delivered;
	 
	(d)	 	Mortgage registration
	 
	 	 	evidence that the Mortgage in respect of the Relevant Ship has been registered against the
Relevant Ship through the Registry under the laws and flag of the Flag State;
	 
	(e)	 	Notices of assignment and acknowledgements
	 
		 	original duly executed notices of assignment together with original duly executed
acknowledgements thereof required by the terms of the Security Documents relating to the
Relevant Ship and in the forms prescribed by such Security Documents;
	 
	(f)	 	Foreign legal opinions
	 
		 	opinions on matters of Liberian law and Greek law satisfactory to the Agent;
	 
	(g)	 	Further opinions
	 
	 	 	such further professional opinions as the Agent may reasonably require;
	 
	(h)	 	Security Parties’ process agent
	 
	 	 	a letter from each Security Party’s agent for receipt of service of proceedings referred to
in each further Security Document to which the relevant Security Party is a party, accepting
its appointment under each of the relevant Security Documents;
	 
	(i)	 	Underlying Documents
	 
	 	 	a certified copy of the Management Agreements and any Approved Employment Contract in
respect of the Relevant Ship, in a form and with a content acceptable to the Agent and a




108









 






	 	 	certified copy of any time charter, voyage charter, pool agreement or contract of
affreightment in respect of the Relevant Ship;






	(k)	 	Earnings Account
	 
	 	 	Evidence that the Earnings Account in respect of the Relevant Ship has been duly opened with
the Account Bank in the name of the relevant Owner;
	 
	(l)	 	Fees and commissions
	 
	 	 	evidence that any fees and commissions due payable by the Borrower to any of the Creditors
pursuant to the terms of clause 5.1 or any other provision of the Security Documents have
been paid in full;
	 
	(m)	 	Insurance opinion
	 
	 	 	an opinion from insurance consultants to the Agent, on the insurances effected or to be
effected in respect of the Relevant Ship, confirming that the Relevant Ship is insured on
terms approved by the Agent (acting on the instructions of the Banks); and
	 
	(n)	 	Valuation
	 
	 	 	a valuation of the Relevant Ship made in accordance with Clause 8.2.2 and dated not earlier
than 14 days before the Drawdown Date relative to the Relevant Advance;
	 
	(o)	 	Survey Report
	 
	 	 	a technical survey report in respect of the Ship in a form and substance acceptable to the
Banks prepared by an independent marine surveyor appointed, at the expense of the Borrower,
by the Agent;
	 
	(p)	 	Registration forms
	 
	 	 	such statutory forms duly signed by the Borrower and the other Security Parties as may be
required by the Agent to perfect the security contemplated by the Security Documents;
	 
	(q)	 	DOC and application for SMC
	 
	 	 	Certified Copies of the DOC, ISSC, (if applicable) IAPP and EIAPP Certificates in respect of
the Relevant Ship and either, (i) a Certified Copy of the SMC therefor or (ii) evidence
satisfactory to the Agent that the Operator has applied to the relevant Regulatory Agency
for an SMC for such Ship to be issued pursuant to the Code within any time limit required or
recommended by such Regulatory Agency and evidence that the Relevant Ship and the Managers
are in compliance with the ISM Code and the ISPS Code;
	 
	(r)	 	Ship documents
	 
	 	 	Certificate confirming that the Relevant Ship is free from asbestos or glass wool and
nuclear products, copy of the Relevant Ship’s stability booklet (including but not limited
to, copy the approval page and copy of the page where the Relevant Ship’s light displacement
ton is described) and evidence of the Relevant Ship’s description for chartering purposes
(including but not limited to, Form C for liquefied petroleum gas vessels);




109









 












	(s)	 	Further conditions precedent
	 
	 	 	evidence of fulfilment of such further conditions precedent as the Agent may reasonably
require; and
	 
	(t)	 	“Bring-down”
	 
	 	 	if required by the Agent, evidence, including a “bring-down” certificate in a form
acceptable to the Agent, that all conditions precedent in respect of already drawn Advances
have been fulfilled and continue in place.
	 
	(u)	 	Supplement to the Existing Loan Agreement
	 
	 	 	such additional documentation as shall be required upon delivery of the Relevant Ship by the
Builder to the Relevant Owner pursuant to the terms of the agreement supplemental to the
Existing Loan Agreement referred to at item (i) in Part A of Schedule 3.






110











 





Schedule 4




Form of Transfer Certificate




(referred to in clause 15.3)




TRANSFER CERTIFICATE



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





	To:	 	 [•] as agent on its own behalf and on behalf of the Borrower, the Banks, the Security
Trustee, the Underwriter and the Arranger defined in the Loan Agreement referred to below.





[Date]



Attention: [•]



This certificate (“Transfer Certificate”) relates to a loan agreement dated [•] 2011 (the “Loan
Agreement”) and made between StealthGas Inc. (the “Borrower”), (2) DVB Bank SE, Nordic
Branch as Arranger, Underwriter, Agent and Security Trustee and (3) the banks and financial
institutions defined therein as banks (the “Banks”) in relation to a loan of up to forty nine
million five hundred thousand Dollars (USD49,500,000). Terms defined in the Loan Agreement shall,
unless otherwise defined herein, have the same meanings when used in this Transfer Certificate.



In this Certificate:



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



the “Transferee” means [full name] of [lending office].





	1.	 	The Transferor with full title guarantee assigns to the Transferee absolutely all
rights and interests (present, future or contingent) which the Transferor has as a Bank under
or by virtue of the Loan Agreement and all the Security Documents in relation to [•] per
centum ([•]%) of the [Contribution] [Commitment] of the Transferor (or its predecessors in
title) in respect of the Loan.
	 
	2.	 	By virtue of this Transfer Certificate and clause 15 of the Loan Agreement, the
Transferor is discharged [entirely from its [Contribution] [Commitment] in respect of the Loan
which percentage represents USD [•]].
	 
	3.	 	The Transferee hereby requests the Agent (on behalf of itself, the Borrower, the
Security Trustee, the Arranger and the Banks) to accept the executed copies of this Transfer
Certificate as being delivered pursuant to and for the purposes of clause 15.3 of the Loan
Agreement so as to take effect in accordance with the terms thereof on [date of transfer].
	 
	4.	 	The Transferee:




111









 






	4.1	 	confirms that it has received a copy of the Security Documents together with such other
documents and information as it has required in connection with the transaction contemplated
thereby;
	 
	4.2	 	confirms that it has not relied and will not hereafter rely on the Transferor or any other
Creditor to check or enquire on its behalf into the legality, validity, effectiveness,
adequacy, accuracy or completeness of any of the Security Documents or any such documents or
information;
	 
	4.3	 	agrees that it has not relied and will not rely on the Transferor or any of the other
Creditors to assess or keep under review on its behalf the financial condition,
creditworthiness, condition, affairs, status or nature of any Security Party (save as
otherwise expressly provided therein);
	 
	4.4	 	warrants that it has power and authority to become a party to the Loan Agreement and has
taken all necessary action to authorise execution of this Transfer Certificate and to obtain
all necessary approvals and consents to the assumption of its obligations under the Security
Documents; and
	 
	4.5	 	if not already a Bank, appoints (i) the Agent to act as its agent and (ii) the Security
Trustee to act as its Security Trustee and trustee, as provided in the Security Documents and
agrees to be bound by the terms of each of the Security Documents.
	 
	5.	 	The Transferor:
	 
	5.1	 	warrants to the Transferee that it has full power to enter into this Transfer Certificate and
has taken all corporate action necessary to authorise it to do so;
	 
	5.2	 	warrants to the Transferee that this Transfer Certificate is binding on the Transferor under
the laws of England, the country in which the Transferor is incorporated and the country in
which its lending office is located; and
	 
	5.3	 	agrees that it will, at its own expense, execute any documents which the Transferee
reasonably requests for perfecting in any relevant jurisdiction the Transferee’s title under
this Transfer Certificate or for a similar purpose.
	 
	6.	 	The Transferee hereby undertakes with the Transferor and each of the other parties to
the Security Documents that it will perform in accordance with its terms all those obligations
which by the terms of the Security Documents will be assumed by it after delivery of the
executed copies of this Transfer Certificate to the Agent and satisfaction of the conditions
(if any) subject to which this Transfer Certificate is expressed to take effect.
	 
	7.	 	By execution of this Transfer Certificate on their behalf by the Agent and in reliance
upon the representations and warranties of the Transferee, the Borrower and each of the
Creditors accept the Transferee as a party to the Security Documents with respect to all those
rights and/or obligations which by the terms of the Security Documents will be assumed by the
Transferee (including without limitation those about pro-rata sharing and the exclusion of
liability on the part of, and the indemnification of, the Agent, the Underwriter, the Arranger
and the Security Trustee as provided by the Loan Agreement) after delivery of the executed
copies of this Transfer Certificate to the Agent and satisfaction of the conditions (if any)
subject to which this Transfer Certificate is expressed to take effect.




112









 






	8.	 	None of the Transferor or the Creditors:
	 
	8.1	 	makes any representation or warranty nor assumes any responsibility with respect to the
legality, validity, effectiveness, adequacy or enforceability of any of the Security Documents
or any document relating thereto; or
	 
	8.2	 	assumes any responsibility for the financial condition of or any Security Party or any party
to any such other document or for the performance and observance by or any Security Party or
any party to any such other document (save as otherwise expressly provided therein) and any
and all such conditions and warranties, whether express or implied by law or otherwise, are
hereby excluded (except as aforesaid).
	 
	9.	 	The Transferor and the Transferee each undertake that they will on demand fully
indemnify the Agent in respect of any claim, proceeding, liability or expense which relates to
or results from this Transfer Certificate or any matter concerned with or arising out of it
unless caused by the Agent’s gross negligence or wilful misconduct, as the case may be.
	 
	10.	 	The agreements and undertakings of the Transferee in this Transfer Certificate are
given to and for the benefit of and made with each of the other parties to the Security
Documents.
	 
	11.	 	This Transfer Certificate shall be governed by, and construed in accordance with,
English law.





	 	 	 	 	 
	Transferor	 	Transferee
	 
	 	 	 	 
	By:
	 	 	By: 	 
	Dated:

	 	 	Dated:	 






Agent



Agreed for and on behalf of itself as Agent, the Borrower, the Security Trustee, the Arranger, the
Underwriter and the Banks.







	 	 	 	 	 
	[•]	 	 
	 
	 	 	 	 
	By:
	 	 	  	 
	Dated:

	 	 	 	 







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







113









 








The Schedule




Outstanding Contribution: USD [•]

Commitment: USD [•]

Portion Transferred: [•]%




Administrative Details of Transferee




Name of Transferee:

Lending Office:




Contact Person:

(Loan Administration Department)

Telephone:

Telefax No:




Contact Person:

(Credit Administration Department)

Telephone:

Telefax No:



[Account for payments:]







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Schedule 5




Form of Trust Deed



THIS DECLARATION OF TRUST made by DVB Bank SE, Nordic Branch (the “Security Trustee”) is made on
[•] 2011 and is supplemental to (and made pursuant to the terms of) a loan agreement dated [•] 2011
(the “Agreement”) and made between (1) StealthGas Inc. as Borrower, (2) DVB Bank SE,
Nordic Branch as Arranger, Underwriter, Agent and Security Trustee and (3) the banks and financial
institutions defined therein as the “Banks”. Words and expressions whose meanings are defined in
the Agreement shall have the same meanings when used in this Deed.



NOW THIS DEED WITNESSETH as follows:





	1.	 	The Security Trustee hereby acknowledges and declares that, from the date of this
Deed, it holds and shall hold the Trust Property on trust for certain of the other Creditors
on the terms and basis set out in the Agreement.
	 
	2.	 	The declaration and acknowledgement contained in paragraph 1 above shall be
irrevocable.




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




	 	 	 	 	 

	SIGNED, SEALED and DELIVERED as a DEED
	 	)	 	 
	by
	 	)	 	 
	for and on behalf of
	 	)	 	 
	DVB Bank SE, Nordic Branch
	 	)	 	 
	as Security Trustee
	 	)	 	Authorised Signatory






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Schedule 6




Form of Compliance Certificate




	 	 	 

	To: 

From:

	 	DVB Bank SE, Nordic Branch (as Agent)


StealthGas Inc.






Date [          ] 200[ ]





	Re:	 	loan facility agreement dated [•] 2011 (the “Loan Agreement”) for a loan of up to USD49,500,000 made between
(1) StealthGas Inc. as Borrower, (2) DVB Bank SE, Nordic Branch as Arranger, Underwriter,
Agent and Security Trustee and (3) DVB Bank SE, Nordic Branch and certain other banks (as Banks).




Dear Sirs



We refer to the Loan Agreement. Words and expressions whose meanings are defined in the Loan
Agreement shall have the same meanings when used herein.



We hereby confirm that [except as stated below] as at the date hereof to the best of our knowledge
and belief after due inquiry:-





	1.	 	all the Borrower’s negative undertakings in the Loan Agreement set out in clause 8 are being
fully complied with, and, in particular, by reference to the latest [audited][unaudited]
financial statements, management accounts and all other current relevant information available
to us:






	 	(a)	 	the ratio of EBITDA to Interest Expense in respect of the Corporate Guarantor’s
Group is [ ] to 1;
	 
	 	(b)	 	the Total Liabilities divided by the Total Assets (adjusted for market values)
of the Corporate Guarantor’s Group is [ ]%;
	 
	 	(c)	 	the Security Value is USD[ ], which is [greater/less] than the
Required Security Amount; and
	 
	 	(d)	 	the aggregate of cash or cash equivalent balances held in accounts in the name
of the Borrower, free of Encumbrances (other than any created by the Security
Documents) is not less than USD10,000,000;









	2.	 	no Default has occurred







	3.	 	the representations set out in clause 7 of the Loan Agreement are true and accurate with
reference to all facts and circumstances now existing and all Required Authorisations have
been obtained and are in full force and effect.







[State any exceptions/qualifications to the above statements]




	 	 	 

	Yours faithfully
	 	 
	 
	StealthGas Inc.
	 	 
	 
	By


	 	By 

	Chief Financial Officer: Stealthgas Inc.

	 	Director: Stealthgas Inc.






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Schedule 7

Form of Loan Administration Form




To: Loans Administration

       [DVB entity]

       [address]




[Date]                    



Attention: Loans Administration



Providing financing to StealthGas Inc. (the “Company”) in relation to [m.v.][hull(s) No]
[•] (the “Financing”).



We refer to the Financing and loan facility agreement dated [•] (the “Loan Agreement”) for a
loan of up to USD 49,500,000 made between (1) StealthGas Inc. as Borrower, (2) DVB
Bank SE, Nordic Branch as Arranger, Underwriter, Agent and Security Trustee and (3)
DVB Bank SE, Nordic Branch and certain other banks (as Banks).



Terms and expressions not otherwise defined herein shall have the meaning given to them in the
Loan Agreement.



We hereby appoint the following persons to act as our point of contact with regards to any issue
arising in connection with the administration to the Loan Agreement or any other documents related
to the Financing:




1. [name, title, address, phone, fax, mobile, email]

2. [name, title, address, phone, fax, mobile, email]



3. [name, title, address, phone, fax, mobile, email]



No one other the Director of each Company or the persons listed above (the “Authorised Persons”) is
authorised to request any information from you regarding the Facility Agreement or any other matter
related to the Financing or a Company or communicate with you in any way regarding the forgoing in
and under any circumstances.



For the avoidance of doubt, the following are the Directors of the Company:





	 	1.	 	.[name, title, address, phone, fax, mobile, email]
	 
	 	2.	 	.[name, title, address, phone, fax, mobile, email]
	 
	 	3.	 	.[name, title, address, phone, fax, mobile, email]




This list of authorised persons may only be amended, modified or varied in writing by an Authorised
Person with copy to the other Authorised Persons.



We agree to indemnify you and hold you harmless in relation to any information you provide to any
Authorised Person.



This letter shall be governed and construed in accordance with English law.



Yours sincerely



Stealthgas Inc.







117









 








Execution Page




	 	 	 	 	 

	SIGNED by Panagiotis Vafias

for and on behalf of

STEALTHGAS INC.

	 	)

)

)
	 	/s/ Panagiotis Vafias



Attorney-in-fact
	 
	 	 	 	 
	SIGNED by Paul Hauge

for and on behalf of

DVB BANK SE, Nordic Branch

as Arranger, Underwriter, Agent and Security Trustee

	 	)

)

)

)

)
	 	/s/ Paul Hauge



Attorney-in-Fact
	 
	 	 	 	 
	SIGNED by Paul Hauge

for and on behalf of

DVB BANK SE, Nordic Branch

as Bank

	 	)

)

)

)
	 	/s/ Paul Hauge



Attorney-in-fact







118