ex_10-4.htm


    TBS
INTERNATIONAL PLC & SUBSIDIARIES                 EXHIBIT
10.3

     

    


    


    AS AMENDED


    


    Date
   6 May 2010

    


    


    


    


    


    ARGYLE
MARITIME CORP.

    CATON
MARITIME CORP.

    DORCHESTER
MARITIME CORP.

    LONGWOODS
MARITIME CORP.

    McHENRY
MARITIME CORP.

    SUNSWYCK
MARITIME CORP.

    as Joint
and Several Borrowers

     

    – and
–

     

    THE
BANKS AND FINANCIAL INSTITUTIONS

    listed
in Schedule 1

    as
Lenders

     

    – and
–

     

    THE
ROYAL BANK OF SCOTLAND PLC

    as
Mandated Lead Arranger

     

    – and
–

     

    THE
ROYAL BANK OF SCOTLAND PLC

    as
Bookrunner, Agent, Security Trustee and Swap Bank

    


    


    


    


    


                                                                                                                 

     

    AMENDING
AND RESTATING AGREEMENT

                                                                                                                 

    


    relating
to

    a term
loan facility of US$150,000,000

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    INDEX

    


    


    Clause Page

    


     

    


      
        	
                
1

              	
                
INTERPRETATION

              	
                
2

              
	
                
2

              	
                
AGREEMENT OF ALL PARTIES TO THE AMENDMENT OF THE
      LOAN AGREEMENT, MASTER AGREEMENT AND EXISTING FINANCE
      DOCUMENTS

              	
                
3

              
	
                
3

              	
                
CONDITIONS PRECEDENT

              	
                
4

              
	
                
4

              	
                
REPRESENTATIONS AND
      WARRANTIES

              	
                
5

              
	
                
5

              	
                
AMENDMENT OF LOAN AGREEMENT, MASTER AGREEMENT AND
      EXISTING FINANCE DOCUMENTS

              	
                
5

              
	
                
6

              	
                
FURTHER ASSURANCES

              	
                
6

              
	
                
7

              	
                
NOTICES

              	
                
6

              
	
                
8

              	
                
SUPPLEMENTAL

              	
                
6

              
	
                
9

              	
                
LAW AND JURISDICTION

              	
                
7

              
	
                
SCHEDULE
      1  LENDERS

              	
                
8

              
	
                
SCHEDULE 2A

              	
                
9

              
	
                
LOAN A REPAYMENT
    SCHEDULE

              	
                
9

              
	
                
SCHEDULE 2B

              	
                
10

              
	
                
LOAN B REPAYMENT
    SCHEDULE

              	
                
10

              
	
                
SCHEDULE 2C

              	
                
11

              
	
                
AMOUNTS DRAWN DOWN IN RESPECT OF LOAN C, LOAN D,
      LOAN E AND LOAN F

              	
                
11

              
	
                
EXECUTION PAGES

              	
                
12

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

              	
                
16

              
	
                
APPENDIX 2  FORM OF CORPORATE GUARANTEE
      SUPPLEMENTS

              	
                
17

              
	
                
APPENDIX 3  FORM OF MORTGAGE
      ADDENDUM

              	
                
18

              
	
                
APPENDIX 4  FORM OF SHARES SECURITY
      DEED

              	
                
19

              
	
                
APPENDIX 5  FORM OF RESTRICTED EQUITY
      DEPOSIT ACCOUNT SECURITY DEED

              	
                
20

              
	 
      	 
      	 
      


      



    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    THIS AGREEMENT is made on
                                       2010

     

    BETWEEN

     

    
      	
              (1)  

            	
              ARGYLE MARITIME CORP.,
      CATON MARITIME
      CORP., DORCHESTER
      MARITIME CORP., LONGWOODS MARITIME
      CORP., McHENRY
      MARITIME CORP. and SUNSWYCK MARITIME CORP.,
      each a corporation organised and existing under the laws of the Marshall
      Islands and having its registered office at Trust Company Complex,
      Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 as joint
      and several borrowers (the “Borrowers”);

            


    

     

    
      	
              (2)  

            	
              THE BANKS AND FINANCIAL
      INSTITUTIONS listed in Schedule 1 as lenders (the “Lenders”);

            


    

     

    
      	
              (3)  

            	
              THE ROYAL BANK OF SCOTLAND
      PLC, a company incorporated in Scotland having its registered
      office at 36 St. Andrew Square, Edinburgh EH2 2YB, Scotland acting through
      the Shipping Business Centre at 5-10 Great Tower Street, London EC3P 3HX,
      England as mandated lead arranger (the “Mandated Lead
      Arranger”);

            


    

     

    
      	
              (4)  

            	
              THE ROYAL BANK OF SCOTLAND
      PLC, a company incorporated in Scotland having its registered
      office at 36 St. Andrew Square, Edinburgh EH2 2YB, Scotland acting through
      the Shipping Business Centre at 5-10 Great Tower Street, London EC3P 3HX,
      England as agent (the “Agent”);

            


    

     

    
      	
              (5)  

            	
              THE ROYAL BANK OF SCOTLAND
      PLC, a company incorporated in Scotland having its registered
      office at 36 St. Andrew Square, Edinburgh EH2 2YB, Scotland acting through
      the Shipping Business Centre at 5-10 Great Tower Street, London EC3P 3HX,
      England as security trustee (the “Security
      Trustee”);

            


    

     

    
      	
              (6)  

            	
              THE ROYAL BANK OF SCOTLAND
      PLC, a company incorporated in Scotland having its registered
      office at 36 St. Andrew Square, Edinburgh EH2 2YB, Scotland acting through
      the Shipping Business Centre at 5-10 Great Tower Street, London EC3P 3HX,
      England as swap bank (the “Swap Bank”);
      and

            


    

     

    
      	
              (7)  

            	
              THE ROYAL BANK OF SCOTLAND
      PLC, a company incorporated in Scotland having its registered
      office at 36 St. Andrew Square, Edinburgh EH2 2YB, Scotland acting through
      the Shipping Business Centre at 5-10 Great Tower Street, London EC3P 3HX,
      England as bookrunner (the “Bookrunner”).

            


    

     

     

    BACKGROUND

     

    
      	
              (A)  

            	
              By
      a loan agreement dated 29 March 2007 as amended by a side letter dated 24
      July 2007, a supplemental letter agreement dated 26 March 2008, a
      supplemental agreement dated 27 March 2009, a side letter dated 27 May
      2009, a side letter dated 3 September 2009, a side letter dated 31
      December 2009, a supplemental agreement dated 7 January 2010, a side
      letter dated 28 February 2010 and a side letter dated 31 March 2010 (the
      “Loan Agreement”)
      each made between (inter alia) (i) the Borrowers as joint and several
      borrowers, (ii) the Lenders, (iii) the Mandated Lead Arranger, (iv) the
      Bookrunner, (v) the Agent, (vi) the Security Trustee and (viii) the Swap
      Bank, the Lenders agreed to make available to the Borrowers a term loan
      facility in an amount of One hundred and fifty million United States
      Dollars (US$150,000,000).

            


    

     

    
      	
              (B)  

            	
              By
      an ISDA master agreement dated 29 March 2007 (the “Master Agreement”) made
      between the Borrowers and the Swap Bank, the Borrowers have entered into
      or will enter into certain Transactions (as such term is defined in the
      said Master Agreement) pursuant to separate Confirmations (as such term is
      defined in the said Master
Agreement).

            


    

     

    
      	
              (C)  

            	
              Subject
      to the terms and conditions of this Agreement the Lenders have agreed with
      the Borrowers:

            


    

     

    
      	
              (i)  

            	
              to
      amend certain covenants in the Loan Agreement on the terms and conditions
      set out herein;

            


    

     

    
      	
              (ii)  

            	
              to
      increase the Margin;

            


    

     

    
      	
              (iii)  

            	
              that
      the Borrowers will pay additional
fees;

            


    

     

    
      	
              (iv)  

            	
              to
      extend the Availability Period in respect of certain
  Loans;

            


    

     

    
      	
              (v)  

            	
              to
      reduce the maturity of the Loans;
and

            


    

     

    
      	
              (vi)  

            	
              to
      take additional security in the form of Shares Security Deeds in respect
      of the share capital of the Borrowers and an assignment of any shareholder
      or intra-group loans to the Borrowers and the Restricted Equity Deposit
      Account Security Deed in respect of the Restricted Equity Deposit
      Account.

            


    

     

     

    IT IS AGREED as
follows:

     

    
      	
              1  

            	
              INTERPRETATION

            


    

     

    
      	
              1.1  

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

            


    

     

    
      	
              1.2  

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

            


    

     

    “Additional Fee
Letter”  means any letter or letters dated on or about the date
of this Agreement between the Borrowers and any of the Creditor Parties in
respect of any additional fees;

     

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

     

    “Corporate Guarantee
Supplements”  means letters supplemental to each of the
Corporate Guarantee and the New Corporate Guarantee executed or to be executed
by the Corporate Guarantor and the New Corporate Guarantor for respectively in
favour of the Security Trustee substantially in the forms set out in Appendix
2;

     

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

     

    “Existing Finance
Documents”  means the Finance Documents which have been
executed prior to the date hereof;

     

    “Existing
Mortgages”  means:

     

    
      	
              (a)  

            	
              a
      first preferred Panamanian ship mortgage dated 23 September 2009
      preliminarily registered at the Public Registry Office, Microfilm
      (Mercantile) Section, at Microjacket N-33447, Document No. 1652171 by
      which Argyle Maritime Corp. mortgaged the vessel “ROCKAWAY BELLE” to and
      in favour of the Security Trustee on the terms and conditions therein
      contained; and

            


    

     

    
      	
              (b)  

            	
              a
      first preferred Panamanian ship mortgage dated 26 March 2010 preliminarily
      registered at the Public Registry Office, Microfilm (Mercantile) Section,
      at Microjacket N-34102, Document No. 1748208 by which Caton Maritime Corp.
      mortgaged the vessel “DAKOTA PRINCESS” to and in favour of the Security
      Trustee on terms and conditions therein
  contained;

            


    

     

    “Loan
Agreement”  means the loan agreement dated 29 March 2007 as
referred to in Recital (A);

     

    “Master
Agreement”  means the master agreement dated 29 March 2007 as
amended and supplemented from time to time and  as referred to in
Recital (B);

     

    “Mortgage Addendum” or “Mortgage
Addenda”  means in relation to each Existing Mortgage, an
addendum to the Existing Mortgage, executed or to be executed by the relevant
Borrower in favour of the Security Trustee substantially in the form set out in
Appendix 3 (or in such other form as the Agent may approve or
require);

     

    “Restricted Equity Deposit
Account”  means an account in the name of the Borrowers with
the Agent at Shipping Business Centre, 5-10 Great Tower Street, London EC3P 3HX
designated with such designation as the Agent may allocate upon its opening or
any other account (with that or another office of the Agent or with a bank or
financial institution other than the Agent) which is designated by the Agent as
the Restricted Equity Deposit Account for the purposes of this
Agreement;

     

    “Restricted Equity Deposit Account
Security Deed”  means a deed creating security in respect of
the Restricted Equity Deposit Account made or to be made by and between the
Borrowers and the Security Trustee in the form set out in Appendix 5 or in such
other form as the Borrowers and the Agent may agree;

     

     “Shareholder”  means
Westbrook Holdings Ltd., a corporation incorporated under the laws of the
Marshall Islands and having its registered office at Trust Company Complex,
Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960;
and

     

    “Shares Security
Deed”  means, in relation to each Borrower, a deed creating
security over the share capital of that Borrower and including an assignment of
any shareholder loans made to the Borrowers to be executed by the Shareholder in
favour of the Security Trustee in the form set out in Appendix 4 or in such
other form as the Borrowers and the Agent may agree.

     

    
      	
              1.3  

            	
              Application of construction and
      interpretation provisions of Loan Agreement.  Clauses
      1.2, 1.5 and 1.6 of the Loan Agreement apply, with any necessary
      modifications, to this Agreement.

            


    

     

    
      	
              2  

            	
              AGREEMENT
      OF ALL PARTIES TO THE AMENDMENT OF THE LOAN AGREEMENT, MASTER AGREEMENT
      AND EXISTING FINANCE DOCUMENTS

            


    

     

    
      	
              2.1  

            	
              Agreement of the parties to
      this Agreement.  The parties to this Agreement agree,
      subject to and upon the terms and conditions of this
      Agreement:

            


    

     

    
      	
              (a)  

            	
              to
      the amendment of the Loan Agreement, the Master Agreement and the Existing
      Finance Documents to be made pursuant to Clauses 5.1, 5.2 and 5.3; and

            


    

     

    
      	
              (b)  

            	
              that
      the Borrowers shall pay to the Agent on the Effective Date a restructuring
      fee which in aggregate is equal to zero point five per cent (0.50%) of the
      Total Commitment outstanding as at the Effective Date, such fee to be
      distributed pro rata amongst the Lenders which have entered into this
      Agreement.

            


    

     

    
      	
              2.2  

            	
              Effective Date. The
      agreement of the parties to this Agreement contained in Clause 2.1 shall have effect on and from the Effective
      Date.

            


    

     

    
      	
              2.3  

            	
              Amounts drawn down under Loan A
      and Loan B and repayments in respect of Loan A and Loan
      B.  On the Drawdown Date in respect of the Loan A
      Delivery Advance the Borrowers had drawn down $25,000,000 in respect of
      Loan A.  With effect from the Effective Date, the repayment
      schedule in respect of Loan A shall be as set out in Schedule
      2A.  On the Drawdown Date in respect of the Loan B Delivery
      Advance the Borrowers had drawn down $24,587,500 in respect of Loan
      B.  With effect from the Effective Date, the repayment schedule
      in respect of Loan B shall be as set out in Schedule
  2B.

            


    

     

    
      	
              2.4  

            	
              Amounts drawn down under Loan
      C, Loan D, Loan E and Loan F.  The Borrowers have as at
      the date of this Agreement drawn down the amounts set out in Schedule 2C
      in respect of Loan C, Loan D, Loan E and Loan
F.

            


    

     

    
      	
              3  

            	
              CONDITIONS
      PRECEDENT

            


    

     

    
      	
              3.1  

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

            


    

     

    
      	
              3.2  

            	
              Conditions
      precedent.  The conditions referred to in Clause 2.1 are that the Agent shall have received the
      following documents and evidence in all respects in form and substance
      satisfactory to the Agent and its lawyers on or before 14 May 2010 or such
      later date as the Agent may agree with the Creditor Parties and the
      Borrowers:

            


    

     

    
      	
              (a)  

            	
              in
      relation to the Borrowers, the New Corporate Guarantor, the Corporate
      Guarantor and the Shareholder, documents of the kind specified in
      paragraphs 2, 3, 4 and 5 of Part A of Schedule 3 of the Loan Agreement
      with appropriate modifications to refer to this Agreement, the Additional
      Fee Letter, the Mortgage Addenda, the Corporate Guarantee Supplements, the
      Shares Security Deeds and the Restricted Equity Deposit Account Security
      Deed insofar as each is a party
thereto;

            


    

     

    
      	
              (b)  

            	
              a
      duly executed original of this Agreement duly executed by the parties to
      it;

            


    

     

    
      	
              (c)  

            	
              a
      duly executed original of the Additional Fee
  Letter;

            


    

     

    
      	
              (d)  

            	
              a
      duly executed original of the Mortgage
Addenda;

            


    

     

    
      	
              (e)  

            	
              a
      duly executed original of the Corporate Guarantee
    Supplements;

            


    

     

    
      	
              (f)  

            	
              duly
      executed originals of the Shares Security Deeds (and of each document to
      be delivered pursuant to each of
them);

            


    

     

    
      	
              (g)  

            	
              a
      duly executed original of the Restricted Equity Deposit Account Security
      Deed (and of each document to be delivered pursuant to
  it);

            


    

     

    
      	
              (h)  

            	
              documentary
      evidence that each Mortgage Addendum has been duly recorded against the
      relevant Ship as a valid addendum to the relevant Existing Mortgage over
      that Ship according to the laws of
Panama;

            


    

     

    
      	
              (i)  

            	
              evidence
      that each Lender which has entered into this Agreement has received the
      fee payable to it pursuant to Clause 2.1(b);

            


    

     

    
      	
              (j)  

            	
              documentary
      evidence that the agent for service of process named in Clause 31 of the
      Loan Agreement has accepted its appointment in respect of the Shares
      Security Deeds and the Restricted Equity Deposit Account Security Deed;
      and

            


    

     

    
      	
              (k)  

            	
              any
      further opinions, consents, agreements and documents in connection with
      this Agreement, the Additional Fee Letter, the Mortgage Addenda, the
      Corporate Guarantee Supplements, the Shares Security Deeds, the Restricted
      Equity Deposit Account Security Deed and the Finance Documents which the
      Agent may reasonably request by notice to the Borrowers prior to the
      Effective Date.

            


    

     

    
      	
              4  

            	
              REPRESENTATIONS
      AND WARRANTIES

            


    

     

    
      	
              4.1  

            	
              Repetition of Loan Agreement
      representations and warranties.  The Borrowers represent
      and warrant to the Agent that the representations and warranties in clause
      10 of the Loan Agreement, as amended and restated by this Agreement and
      updated with appropriate modifications to refer to this Agreement and,
      where appropriate, the Mortgage Addendum, remain true and not misleading
      if repeated on the date of this Agreement with reference to the
      circumstances now existing.

            


    

     

    
      	
              4.2  

            	
              Repetition of representations
      and warranties under Existing Finance Documents.  The
      Borrowers represent and warrant to the Agent that the representations and
      warranties in the Existing Finance Documents to which they are a party, as
      amended and restated by this Agreement and updated with appropriate
      modifications to refer to this Agreement and, where appropriate, the
      Mortgage Addendum, remain true and not misleading if repeated on the date
      of this Agreement with reference to the circumstances now
      existing.

            


    

     

    
      	
              5  

            	
              AMENDMENT
      OF LOAN AGREEMENT, MASTER AGREEMENT AND EXISTING FINANCE
      DOCUMENTS

            


    

     

    
      	
              5.1  

            	
              Amendments
      to Loan Agreement

            


    

     

    
      	
              (a)  

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

            


    

     

    
      	
              (b)  

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

            


    

     

    
      	
              5.2  

            	
              Amendments to Master
      Agreement.  With effect on and from the Effective Date
      the Master Agreement shall be, and shall be deemed by this Agreement to
      be, amended so that the definition of, and references throughout to, the
      Loan Facility and the Credit Support Documents shall be construed as if
      the same referred to the Loan Agreement and those Credit Support Documents
      as amended and restated or supplemented by this Agreement and the Mortgage
      Addendum.

            


    

     

    
      	
              5.3  

            	
              Amendments to Existing Finance
      Documents.  With effect on and from the Effective Date
      each of the Existing Finance Documents (other than the Existing Mortgages
      which are amended and supplemented by the Mortgage Addenda) shall be, and
      shall be deemed by this Agreement to be, amended as
    follows:

            


    

     

    
      	
              (a)  

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

            


    

     

    
      	
              (b)  

            	
              by
      construing references throughout each of the Existing Finance Documents to
      “the Finance Documents” and other like expressions as if the same included
      the Additional Fee Letter and the Corporate Guarantee
      Supplements;

            


    

     

    
      	
              (c)  

            	
              the
      definition of, and references throughout each of the Existing Finance
      Documents to, the Existing Mortgages, shall be construed as if the same
      referred to the Existing Mortgages as amended and supplemented by the
      Mortgage Addenda; and

            


    

     

    
      	
              (d)  

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

            


    

     

    
      	
              5.4  

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

            


    

     

    
      	
              (a)  

            	
              the
      amendments contained or referred to in Clause 5.2 and 5.3 and the
      Mortgage Addenda; and

            


    

     

    
      	
              (b)  

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

            


    

     

    
      	
              6  

            	
              FURTHER
      ASSURANCES

            


    

     

    
      	
              6.1  

            	
              Borrowers’ obligations to
      execute further documents etc.  The Borrowers
      shall:

            


    

     

    
      	
              (a)  

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

            


    

     

    
      	
              (b)  

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

            


    

     

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

     

    
      	
              6.2  

            	
              Purposes of further
      assurances.  Those purposes
  are:

            


    

     

    
      	
              (a)  

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

            


    

     

    
      	
              (b)  

            	
              implementing
      the terms and provisions of this
Agreement.

            


    

     

    
      	
              6.3  

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

            


    

     

    
      	
              7  

            	
              NOTICES

            


    

     

    
      	
              7.1  

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

            


    

     

    
      	
              8  

            	
              SUPPLEMENTAL

            


    

     

    
      	
              8.1  

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

            


    

     

    
      	
              8.2  

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

            


    

     

    
      	
              9  

            	
              LAW
      AND JURISDICTION

            


    

     

    
      	
              9.1  

            	
              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.

            


    

     

    
      	
              9.2  

            	
              Incorporation of the Loan
      Agreement provisions.  The provisions of clause 31 (Law and jurisdiction) of
      the Loan Agreement, as amended and restated by this Agreement, shall apply
      to this Agreement as if they were expressly incorporated in this Agreement
      with any necessary modifications.

            


    

     

    


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

    


    


    
      
        
          
            26357043
v4

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    SCHEDULE
1

     

    


     

    LENDERS

     

    
      	
              Lender

            	
              Lending
      Office

            
	
              The
      Royal Bank of Scotland plc

            	
              Shipping
      Business Centre

              5-10
      Great Tower Street

              London
      EC3P 3HX

              Fax
      No:               +
      44 207 085 7142

              Attn:
      Transaction and Portfolio Management

            
	
              Citibank,
      N.A.

            	
              750
      Washington Boulevard

              Stamford
      CT06901

              USA

              Fax
      No: + 1 866 772 2935

              Attn:
      Gilbert Torres

            
	
              Landesbank
      Hessen-Thüringen Girozentrale

            	
              420
      Fifth Avenue, 24th Floor

              New
      York, NY 100108-2729

              USA

              Fax
      No: +1 212 703 5256

              Attn:
      Corporate Finance/ Portfolio Management

            
	
              Norddeutsche
      Landesbank Girozentrale

            	
              Ship
      and Aircraft Finance Department

              Friednichswall
      10

              30159
      Hannover, Germany

              Fax
      No: +49 511 361 4785

              Attn:
      International Shipping Group II - Sebastian Schubert

            
	
              Alliance
      & Leicester Commercial Finance plc

            	
              298 Deansgate

              Manchester

              M3
      4HH

              Fax
      No: + 44 161 953 3517

              Attn
      Corporate Administration Manager

            
	
              Bank
      of America, N.A.

            	
              Bank
      of America

              100
      Federal Street

              Boston
      MA 02110

              Fax
      No: +617434 1955

              Attn:
      Transportation Division - Credit
Products

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    SCHEDULE
2A

     

    LOAN
A REPAYMENT SCHEDULE

     

    
      	
              (D)Date

            	
              (E)Amortization

            	
              (F)Principal Amount Outstanding
      after Amortization Payment

            
	
               

              (G) Final
      draw
      date:                    9
      September 2009

               

            	
              (H)-

            	
              (I)$25,000,000

            
	
               

              (J) September
      2009

               

            	
              (K)$417,500

            	
              (L)$24,582,500

            
	
               

              (M) March
      2010

               

            	
              (N)$417,500

            	
              (O)$24,165,000

            
	
               

              (P) June
      2010

               

            	
              (Q)$417,500

            	
              (R)$23,747,500

            
	
               

              (S) September
      2010

               

            	
              (T)$417,500

            	
              (U)$23,330,000

            
	
               

              (V) December
      2010

               

            	
              (W)$417,500

            	
              (X)$22,912,500

            
	
               

              (Y) March
      2011

               

            	
              (Z)$417,500

            	
              (AA)$22,495,000

            
	
               

              (BB) June
      2011

               

            	
              (CC)$417,500

            	
              (DD)$22,077,500

            
	
               

              (EE) September
      2011

               

            	
              (FF)$417,500

            	
              (GG)$21,660,000

            
	
               

              (HH) December
      2011

               

            	
              (II)$417,500

            	
              (JJ)$21,242,500

            
	
               

              (KK) March
      2012

               

            	
              (LL)$417,500

            	
              (MM)$20,825,000

            
	
               

              (NN) June
      2012

               

            	
              (OO)$417,500

            	
              (PP)$20,407,500

            
	
               

              (QQ) September
      2012

               

            	
              (RR)$417,500

            	
              (SS)$19,990,000

            
	
               

              (TT) December
      2012

               

            	
              (UU)$417,500

            	
              (VV)$19,572,500

            
	
               

              (WW) March
      2013

               

            	
              (XX)$417,500

            	
              (YY)$19,155,000

            
	
               

              (ZZ) June
      2013

               

            	
              (AAA)$417,500

            	
              (BBB)$18,737,500

            
	
               

              (CCC) September
      2013

               

            	
              (DDD)$417,500

            	
              (EEE)$18,320,000

            
	
               

              (FFF) December
      2013

               

            	
              (GGG)$417,500

            	
              (HHH)$17,902,500

            
	
               

              (III) March
      2014

               

            	
              (JJJ)$417,500

            	
              (KKK)$17,485,000

            
	
               

              (LLL) June
      2014

               

            	
              (MMM)$417,500

            	
              (NNN)$17,067,500

            
	
               

              (OOO) September
      2014

               

            	
              (PPP)$17,067,500

            	
              (QQQ)$0

            


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    SCHEDULE
2B

     

    LOAN
B REPAYMENT SCHEDULE

     

    
      	
              (RRR)Date

            	
              (SSS)Amortization

            	
              (TTT)Principal Amount Outstanding
      after Amortization Payment

            
	
               

              (UUU) Final
      draw
      date:                  23
      March 2010

               

            	
              (VVV)-

            	
              (WWW)$24,587,500

            
	
               

              (XXX) March
      2010

               

            	
              (YYY)$417,500

            	
              (ZZZ)$24,170,000

            
	
               

              (AAAA) June
      2010

               

            	
              (BBBB)$417,500

            	
              (CCCC)$23,752,500

            
	
               

              (DDDD) September
      2010

               

            	
              (EEEE)$417,500

            	
              (FFFF)$23,335,000

            
	
               

              (GGGG) December
      2010

               

            	
              (HHHH)$417,500

            	
              (IIII)$22,917,500

            
	
               

              (JJJJ) March
      2011

               

            	
              (KKKK)$417,500

            	
              (LLLL)$22,500,000

            
	
               

              (MMMM) June
      2011

               

            	
              (NNNN)$417,500

            	
              (OOOO)$22,082,500

            
	
               

              (PPPP) September
      2011

               

            	
              (QQQQ)$417,500

            	
              (RRRR)$21,665,000

            
	
               

              (SSSS) December
      2011

               

            	
              (TTTT)$417,500

            	
              (UUUU)$21,247,500

            
	
               

              (VVVV) March
      2012

               

            	
              (WWWW)$417,500

            	
              (XXXX)$20,830,000

            
	
               

              (YYYY) June
      2012

               

            	
              (ZZZZ)$417,500

            	
              (AAAAA)$20,412,500

            
	
               

              (BBBBB) September
      2012

               

            	
              (CCCCC)$417,500

            	
              (DDDDD)$19,995,000

            
	
               

              (EEEEE) December
      2012

               

            	
              (FFFFF)$417,500

            	
              (GGGGG)$19,577,500

            
	
               

              (HHHHH) March
      2013

               

            	
              (IIIII)$417,500

            	
              (JJJJJ)$19,160,000

            
	
               

              (KKKKK) June
      2013

               

            	
              (LLLLL)$417,500

            	
              (MMMMM)$18,742,500

            
	
               

              (NNNNN) September
      2013

               

            	
              (OOOOO)$417,500

            	
              (PPPPP)$18,325,000

            
	
               

              (QQQQQ) December
      2013

               

            	
              (RRRRR)$417,500

            	
              (SSSSS)$17,907,500

            
	
               

              (TTTTT) March
      2014

               

            	
              (UUUUU)$417,500

            	
              (VVVVV)$17,490,000

            
	
               

              (WWWWW) June
      2014

               

            	
              (XXXXX)$417,500

            	
              (YYYYY)$17,072,500

            
	
               

              (ZZZZZ) September
      2014

               

            	
              (AAAAAA)$17,072,500

            	
              (BBBBBB)$0

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    SCHEDULE
2C

     

    AMOUNTS
DRAWN DOWN IN RESPECT OF LOAN C, LOAN D, LOAN E AND LOAN F

     

    
      	
              (CCCCCC)Loan

            	
              (DDDDDD)Amount drawn down to finance
      first stage payment

            	
              (EEEEEE)Amount drawn down to finance
      second stage payment

            	
              (FFFFFF)Amount drawn down to finance
      third stage payment

            	
              (GGGGGG)Amount drawn down to finance
      fourth stage payment

            	
              (HHHHHH)Amount drawn down to finance
      final delivery payment

            
	
              (IIIIII)Loan
      C

            	
              (JJJJJJ)$5,000,000

            	
              (KKKKKK)$5,000,000

            	
              (LLLLLL)$5,000,000

            	
              (MMMMMM)$5,000,000

            	
              (NNNNNN)$0

              (OOOOOO)

            
	
              (PPPPPP)Loan D

            	
              (QQQQQQ)$5,000,000

            	
              (RRRRRR)$5,000,000

            	
              (SSSSSS)$5,000,000

            	
              (TTTTTT)$0

            	
              (UUUUUU)$0

              (VVVVVV)

            
	
              (WWWWWW)Loan E

            	
              (XXXXXX)$5,000,000

            	
              (YYYYYY)$5,000,000

            	
              (ZZZZZZ)$4,587,500

            	
              (AAAAAAA)$5,000,000

            	
              (BBBBBBB)$0

              (CCCCCCC)

            
	
              (DDDDDDD)Loan F

            	
              (EEEEEEE)$5,000,000

            	
              (FFFFFFF)$5,000,000

            	
              (GGGGGGG)$5,000,000

            	
              (HHHHHHH)$0

            	
              (IIIIIII)$0

              (JJJJJJJ)

            


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXECUTION
PAGES


    



      
        	
                BORROWERS

              	 
      	 
	
                EXECUTED and DELIVERED as a DEED

              	
                )

              	 
	
                by

              	
                )

              	 
	
                ARGYLE
      MARITIME CORP.

              	
                )

              	 
	
                acting
      by Keith Krut 

              	
                )

              	 /s/
      Keith Krut 
	
                its
      duly authorised attorney-in-fact

              	
                )

              	 
	
                in
      the presence of: /s/ Tiana Morales

              	
                )

              	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	
                EXECUTED and DELIVERED as a DEED

              	
                )

              	 
	
                by

              	
                )

              	 
	
                CATON
      MARITIME CORP.

              	
                )

              	 
	
                acting
      by Keith Krut 

              	
                )

              	 /s/
      Keith Krut
	
                its
      duly authorised attorney-in-fact

              	
                )

              	 
	
                in
      the presence of: /s/ Tiana Morales 

              	
                )

              	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	
                EXECUTED and DELIVERED as a DEED

              	
                )

              	 
	
                by

              	
                )

              	 
	
                DORCHESTER
      MARITIME CORP.

              	
                )

              	 
	
                acting
      by Keith Krut

              	
                )

              	 /s/
      Keith Krut 
	
                its
      duly authorised attorney-in-fact

              	
                )

              	 
	
                in
      the presence of: /s/ Tiana Morales

              	
                )

              	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	
                EXECUTED and DELIVERED as a DEED

              	
                )

              	 
	
                by

              	
                )

              	 
	
                LONGWOODS MARITIME
      CORP.

              	
                )

              	 
	
                acting
      by Keith Krut

              	
                )

              	 /s/
      Keith Krut 
	
                its
      duly authorised attorney-in-fact

              	
                )

              	 
	
                in
      the presence of: /s/ Tiana Morales

              	
                )

              	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	
                EXECUTED and DELIVERED as a DEED

              	
                )

              	 
	
                by

              	
                )

              	 
	
                McHENRY
      MARITIME CORP.

              	
                )

              	 
	
                acting
      by Keith Krut

              	
                )

              	 /s/
      Keith Krut
	
                its
      duly authorised attorney-in-fact

              	
                )

              	 
	
                in
      the presence of: /s/ Tiana Morales

              	
                )

              	 
	 
      	 
      	 
	 
      	 
      	 
	
                EXECUTED and DELIVERED as a DEED

              	
                )

              	 
	
                by

              	
                )

              	 
	
                SUNSWYCK
      MARITIME CORP.

              	
                )

              	 
	
                acting
      by Keith Krut

              	
                )

              	 /s/
      Keith Krut
	
                its
      duly authorised attorney-in-fact

              	
                )

              	 
	
                in
      the presence of: /s/ Tiana Morales

              	
                )

              	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	
                LENDERS

              	 
      	 
	
                EXECUTED and DELIVERED as a DEED

              	
                )

              	 
	
                by

              	
                )

              	 
	
                THE
      ROYAL BANK OF SCOTLAND PLC

              	
                )

              	 
	
                PLC

              	
                )

              	 
	
                acting
      by Graham Richard Locker

              	
                )

              	 /s/
      Graham Richard Locker
	 
      	
                )

              	 
	
                its
      duly authorised attorney-in-fact

              	
                )

              	 
	
                in
      the presence of: /s/ C.L. Patrick

              	
                )

              	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	
                EXECUTED and DELIVERED as a DEED

              	
                )

              	 
	
                by

              	
                )

              	 
	
                CITIBANK,
      N.A.

              	
                )

              	 
	
                acting
      by Mark McElwain

              	
                )

              	 /s/
      Mark McElwain 
	 
      	
                )

              	 
	
                its
      duly authorised attorney-in-fact

              	
                )

              	 
	
                in
      the presence of: /s/ Lisa Wah 

              	
                )

              	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	
                EXECUTED and DELIVERED as a DEED

              	
                )

              	 
	
                by

              	
                )

              	 
	
                LANDESBANK
      HESSEN-THÜRINGEN

              	
                )

              	 
	
                GIROZENTRALE

              	
                )

              	 
	
                acting
      by

              	
                )

              	 /s/
      David A.
    Leech         
	 
      	
                )

              	 
	
                its
      duly authorised attorney-in-fact

              	
                )

              	 
	
                in
      the presence of:

              	
                )

              	 /s/
      Jan Welsmulter
	 
      	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	
                EXECUTED and DELIVERED as a DEED

              	
                )

              	 
	
                by

              	
                )

              	 
	
                NORDDEUTSCHE
      LANDESBANK

              	
                )

              	 
	
                GIROZENTRALE

              	
                )

              	 
	
                acting
      by  Claudia Merrmann / Christian Schmech

              	
                )

              	 /s/
      Claudia Merrmann   /s/ Christian Schmech
	 
      	
                )

              	 
	
                its
      duly authorised attorney-in-fact

              	
                )

              	 
	
                in
      the presence of: /s/ Torsten Reiyedle 

              	
                )

              	 
	 
      	 
      	 
	 
      	 
      	 
	
                EXECUTED and DELIVERED as a DEED

              	
                )

              	 
	
                by

              	
                )

              	 
	
                ALLIANCE
      & LEICESTER

              	
                )

              	 
	
                COMMERCIAL
      FINANCE PLC

              	
                )

              	 
	
                acting
      by Mark McCarthy

              	
                )

              	 /s/
      Mark McCarthy
	 
      	
                )

              	 
	
                its
      duly authorised attorney-in-fact

              	
                )

              	 
	
                in
      the presence of: /s/ Sufdar Hassan 

              	
                )

              	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	
                EXECUTED and DELIVERED as a DEED

              	
                )

              	 
	
                by

              	
                )

              	 
	
                BANK OF AMERICA,
      N.A.

              	
                )

              	 
	
                acting
      by Judith A Huckins

              	
                )

              	 /s/
      Judith A. Huckins
	 
      	
                )

              	 
	
                its
      duly authorised attorney-in-fact

              	
                )

              	 
	
                in
      the presence of: /s/ Matthew Consigli

              	
                )

              	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	
                MANDATED
      LEAD ARRANGER

              	 
      	 
	 
      	 
      	 
	
                EXECUTED and DELIVERED as a DEED

              	
                )

              	 
	
                by
      

              	
                )

              	 
	
                THE ROYAL BANK OF SCOTLAND
      PLC

              	
                )

              	 
	
                acting
      by  Philip A. Pentney

              	
                )

              	 /s/
      Philip A. Pentney
	
                its
      duly authorised attorney-in-fact

              	
                )

              	 
	
                in
      the presence of: /s/ Tiana Morales

              	
                )

              	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	
                BOOKRUNNER

              	 
      	 
	
                EXECUTED and DELIVERED as a DEED

              	
                )

              	 
	
                by

              	
                )

              	 
	
                THE
      ROYAL BANK OF SCOTLAND PLC

              	
                )

              	 
	
                acting
      by Philip A. Pentney

              	
                )

              	 /s/
      Philip A. Pentney
	
                its
      duly authorised attorney-in-fact

              	
                )

              	 
	
                in
      the presence of: /s/ Tiana Morales

              	
                )

              	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	
                AGENT

              	 
      	 
	
                EXECUTED and DELIVERED as a DEED

              	
                )

              	 
	
                by

              	
                )

              	 
	
                THE
      ROYAL BANK OF SCOTLAND PLC

              	
                )

              	 
	
                acting
      by

              	
                )

              	 
	
                its
      duly authorised attorney-in-fact

              	
                )

              	 
	
                in
      the presence of:

              	
                )

              	 
	
                SECURITY
      TRUSTEE

              	 
      	 
	
                EXECUTED and DELIVERED as a DEED

              	
                )

              	 
	
                by

              	
                )

              	 
	
                THE
      ROYAL BANK OF SCOTLAND PLC

              	
                )

              	 
	
                acting
      by Philip A. Pentney

              	
                )

              	 /s/
      Philip A. Pentney
	 
      	
                )

              	 
	
                its
      duly authorised attorney-in-fact

              	
                )

              	 
	
                in
      the presence of: /s/ Tiana Morales

              	
                )

              	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	
                SWAP
      BANK

              	 
      	 
	
                EXECUTED and DELIVERED as a DEED

              	
                )

              	 
	
                by

              	
                )

              	 
	
                THE
      ROYAL BANK OF SCOTLAND PLC

              	
                )

              	 
	
                acting
      by Philip A. Pentney 

              	
                )

              	 /s/
      Philip A. Pentney
	 
      	
                )

              	 
	
                its
      duly authorised attorney-in-fact

              	
                )

              	 
	
                in
      the presence of: /s/ Tiana Morales

              	
                )

              	 
	 
      	 
      	 


      



     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    APPENDIX
1

    


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

    


    


    


    Amendments
are indicated as follows:

     

    
      	
              1  

            	
              additions
      are indicated by underlined text;
and

            


    

     

    
      	
              2  

            	
              deletions
      are shown by the relevant text being struck
out.

            


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    APPENDIX
2

    


    FORM
OF CORPORATE GUARANTEE SUPPLEMENTS

    


    


     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    APPENDIX
3

    


    FORM
OF MORTGAGE ADDENDUM

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


     APPENDIX
4

    


    FORM
OF SHARES SECURITY DEED

    


    


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    APPENDIX
5

    


    FORM
OF RESTRICTED EQUITY DEPOSIT ACCOUNT SECURITY DEED