Exhibit
10.1


 


17
FEBRUARY 2004


 


US$1,058,000,000


 


CREDIT FACILITY AGREEMENT


 


between


 


SHIP FINANCE
INTERNATIONAL LIMITED


as Borrower


 


CITIGROUP GLOBAL MARKETS LIMITED


 


and


 


NORDEA BANK NORGE ASA

as Bookrunners


 


CITIGROUP
GLOBAL MARKETS LIMITED, NORDEA BANK NORGE ASA,

FORTIS BANK (NEDERLAND) N.V., CRÉDIT AGRICOLE INDOSUEZ,

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL.), DNB NOR BANK ASA, HSH

NORDBANK AG, SCOTIABANK EUROPE PLC, SWEDBANK

(FÖRENINGSSPARBANKEN AB (PUBL)), THE GOVERNOR AND COMPANY OF

THE BANK OF SCOTLAND, ING BANK N.V. (NORWAY), DEUTSCHE BANK AG

IN HAMBURG and SCHIFFSHYPOTHEKENBANK ZU LÜBECK AG

as Mandated Lead Arrangers


 


NORDEA BANK
NORGE ASA

as Administrative Agent


 


NORDEA BANK
NORGE ASA

as Security Trustee


 


THE ARRANGERS


 


THE ORIGINAL GUARANTORS


 


and


 


THE LENDERS


 


 


WHITE & CASE


 


7-11 Moorgate

London EC2R 6HH


 

















 


TABLE OF CONTENTS


 


	
  1.

  	
  DEFINITIONS AND INTERPRETATION

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  THE
  FACILITY

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  CONDITIONS PRECEDENT

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  DRAWDOWN

  	
   

  
	
   

  	
   

  	
   

  
	
  5.

  	
  REPAYMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  6.

  	
  VOLUNTARY PREPAYMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  7.

  	
  MANDATORY PREPAYMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  8.

  	
  INTEREST ON ADVANCES

  	
   

  
	
   

  	
   

  	
   

  
	
  9.

  	
  MARKET DISRUPTION AND ALTERNATIVE INTEREST
  RATES

  	
   

  
	
   

  	
   

  	
   

  
	
  10.

  	
  COMMISSIONS AND FEES

  	
   

  
	
   

  	
   

  	
   

  
	
  11.

  	
  TAXES

  	
   

  
	
   

  	
   

  	
   

  
	
  12.

  	
  INCREASED
  COSTS

  	
   

  
	
   

  	
   

  	
   

  
	
  13.

  	
  ILLEGALITY

  	
   

  
	
   

  	
   

  	
   

  
	
  14.

  	
  MITIGATION

  	
   

  
	
   

  	
   

  	
   

  
	
  15.

  	
  REPRESENTATIONS AND WARRANTIES

  	
   

  
	
   

  	
   

  	
   

  
	
  16.

  	
  FINANCIAL INFORMATION

  	
   

  
	
   

  	
   

  	
   

  
	
  17.

  	
  FINANCIAL CONDITION

  	
   

  
	
   

  	
   

  	
   

  
	
  18.

  	
  INSURANCE

  	
   

  
	
   

  	
   

  	
   

  
	
  19.

  	
  COLLATERAL VESSELS

  	
   

  
	
   

  	
   

  	
   

  
	
  20.

  	
  COLLATERAL MAINTENANCE

  	
   

  
	
   

  	
   

  	
   

  
	
  21.

  	
  POSITIVE UNDERTAKINGS

  	
   

  
	
   

  	
   

  	
   

  
	
  22.

  	
  NEGATIVE UNDERTAKINGS

  	
   

  
	
   

  	
   

  	
   

  
	
  23.

  	
  ACCEDING GUARANTORS

  	
   

  
	
   

  	
   

  	
   

  
	
  24.

  	
  EVENTS OF DEFAULT

  	
   

  
	
   

  	
   

  	
   

  
	
  25.

  	
  DEFAULT INTEREST

  	
   

  
	
   

  	
   

  	
   

  
	
  26.

  	
  GUARANTEE AND INDEMNITY

  	
   

  
	
   

  	
   

  	
   

  
	
  27.

  	
  AGENT AND OBLIGORS’ AGENT

  	
   

  
	
   

  	
   

  	
   

  
	
  28.

  	
  BORROWER’S INDEMNITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  29.

  	
  CURRENCY OF ACCOUNT

  	
   

  



 


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  30.

  	
  PAYMENTSs

  	
   

  
	
   

  	
   

  	
   

  
	
  31.

  	
  SET-OFF

  	
   

  
	
   

  	
   

  	
   

  
	
  32.

  	
  SHARING AMONG THE FINANCE PARTIES

  	
   

  
	
   

  	
   

  	
   

  
	
  33.

  	
  CALCULATIONS AND ACCOUNTS

  	
   

  
	
   

  	
   

  	
   

  
	
  34.

  	
  ASSIGNMENTS AND TRANSFERS

  	
   

  
	
   

  	
   

  	
   

  
	
  35.

  	
  COSTS AND EXPENSES

  	
   

  
	
   

  	
   

  	
   

  
	
  36.

  	
  REMEDIES AND WAIVERS

  	
   

  
	
   

  	
   

  	
   

  
	
  37.

  	
  TAXATION AND STRUCTURAL MATTERS

  	
   

  
	
   

  	
   

  	
   

  
	
  38.

  	
  CONSEQUENTIAL DAMAGES

  	
   

  
	
   

  	
   

  	
   

  
	
  39.

  	
  NOTICES AND DELIVERY OF INFORMATION

  	
   

  
	
   

  	
   

  	
   

  
	
  40.

  	
  ENGLISH LANGUAGE

  	
   

  
	
   

  	
   

  	
   

  
	
  41.

  	
  PARTIAL INVALIDITY

  	
   

  
	
   

  	
   

  	
   

  
	
  42.

  	
  AMENDMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  43.

  	
  THIRD PARTY RIGHTS

  	
   

  
	
   

  	
   

  	
   

  
	
  44.

  	
  COUNTERPARTS

  	
   

  
	
   

  	
   

  	
   

  
	
  45.

  	
  GOVERNING
  LAW

  	
   

  
	
   

  	
   

  	
   

  
	
  46.

  	
  JURISDICTION

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE
  1 LENDERS AND COMMITMENTS

  	
   

  
	
   

  	
   

  
	
  SCHEDULE
  2 FORM OF TRANSFER CERTIFICATE

  	
   

  
	
   

  	
   

  
	
  SCHEDULE
  3

  	
   

  
	
   

  	
  PART I - CONDITIONS PRECEDENT TO FIRST
  DRAWDOWN

  	
   

  
	
   

  	
  PART II - CONDITIONS TO EACH ACQUISITION

  	
   

  
	
   

  	
  PART III - FORM OF CORPORATE CERTIFICATE

  	
   

  
	
   

  	
  PART IV - INITIAL SECURITY DOCUMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE
  4 FORM OF DRAWDOWN REQUEST

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE
  5 FORM OF ACCESSION NOTICE

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE
  6 FORM OF DIRECTORS’ COMPLIANCE CERTIFICATE

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE
  7

  	
   

  
	
   

  	
  PART I - GROUP STRUCTURE

  	
   

  
	
   

  	
  PART II - COLLATERAL VESSELS

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE
  8 FORM OF CONSOLIDATION NOTICE

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE
  9 REPAYMENT

  	
   

  
				



 


ii

















 


THIS
AGREEMENT is dated 17 February 2004 and made between:


 


(1)           SHIP FINANCE INTERNATIONAL LIMITED, a limited liability company incorporated under the laws of Bermuda
with its principal place of business at Par-la-Ville Place, 14 Par-la-Ville
Road, Hamilton, HM08, Bermuda  (the
“Borrower”);


 


(2)           CITIGROUP GLOBAL MARKETS LIMITED and NORDEA BANK NORGE ASA (each
a “Bookrunner” and together, the “Bookrunners”;


 


(3)           CITIGROUP GLOBAL MARKETS
LIMITED, NORDEA BANK NORGE ASA, FORTIS
BANK (NEDERLAND) N.V., CRÉDIT AGRICOLE INDOSUEZ, SKANDINAVISKA ENSKILDA BANKEN
AB (PUBL.), DNB NOR BANK ASA, HSH NORDBANK AG, SCOTIABANK EUROPE PLC, SWEDBANK
(FÖRENINGSSPARBANKEN AB (PUBL)), THE GOVERNOR AND COMPANY OF THE BANK OF
SCOTLAND, ING BANK N.V. (Norway), DEUTSCHE BANK AG IN HAMBURG and
SCHIFFSHYPOTHEKENBANK ZU LÜBECK AG (each a “Mandated Lead Arranger” and together, the “Mandated Lead  Arrangers”);


 


(4)           NORDEA BANK NORGE ASA (as
administrative agent for and on behalf of the Finance Parties, the “Administrative Agent”);


 


(5)           NORDEA BANK NORGE ASA (as
security trustee for and on behalf of the Finance Parties, the “Security Trustee”);


 


(6)           DANISH SHIP FINANCE (DANMARKS SKIBSKREDITFOND),
DEUTSCHE SCHIFFSBANK AKTIENGESELLSCHAFT, NIB CAPITAL BANK N.V. and VEREINS-UND
WESTBANK AG (each an “Arranger” and together, the “Arrangers”);


 


(7)           THE ORIGINAL GUARANTORS (as defined below);  and


 


(8)           THE LENDERS (as
defined below).


 


IT
IS AGREED as follows:


 


1.             DEFINITIONS AND INTERPRETATION


 


1.1          Definitions


 


In this
Agreement the following terms have the meanings set out below.


 


“Acceding Guarantor” means any member of the
Group which has complied with the requirements of Clause 23 (Acceding
Guarantors).


 


 “Acceptable
Hedging Agreement”  means
a Hedging Agreement entered into on the terms of the International Swaps &
Derivatives Association Inc. 1992 Master Agreement (Multicurrency-Cross
Border).


 


1

















 


“Accession Notice”  means a duly completed notice of accession in substantially
the form of Schedule 5 (Form of Accession Notice).


 


“Acquisition”  means the acquisition of a Collateral Vessel or a Collateral
Vessel Owner pursuant to one or more Acquisition Documents (including the acquisition
of each of the Collateral Vessel Owners for the time being incorporated in
Singapore or the Isle of Man (as at the date of this Agreement) by virtue of
the acquisition of Madeira International Corp. as the immediate Holding Company
of such Collateral Vessel Owners) provided that, to the extent that the
relevant Collateral Vessel Owner is a Subsidiary of the Borrower, no such
acquisition shall constitute an “Acquisition” until the Advance to be made in
respect of such Collateral Vessel has been made (taking into account the Seller
Credit Undertaking relating thereto).


 


“Acquisition Documents”  means the Fleet Purchase Agreement, each
other document entered into or to be entered into by a member of the Group in
relation to an Acquisition and any other document designated as an “Acquisition
Document” by the Administrative Agent in writing.


 


“Act”  means
the Companies Act 1985.


 


“Additional Acquisition” means the
acquisition of an Additional Vessel or an Additional Vessel Owner by the Group.


 


“Additional Projections” means such
additional financial projections (if any) as are required by the Administrative
Agent pursuant to Clause 3 (Conditions
Precedent) by way of supplement to the Projections, which (except as
otherwise permitted by the Administrative Agent) shall include the following:


 


(a)           detailed
projected consolidated financial statements of the Group, prepared and approved
by the Borrower:


 


(i)            covering
a period of at least ten fiscal years beginning with the first fiscal year
commencing 2004; and


 


(ii)           reflecting
the forecasted consolidated financial condition of the Group after giving
effect to the Transaction; and


 


(b)           detailed projected consolidated financial statements of the Parent
and the Charterer, prepared and approved by the Parent:


 


(i)            covering
a period of at least 5 fiscal years beginning with the first fiscal year
commencing 2004; and


 


(ii)           reflecting
the forecasted consolidated financial condition of the Parent and the Charterer
after giving effect to the Transaction,


 


in each case,
to the extent that such information and requirements are not so provided in the
Projections.


 


2

















 


“Additional Vessel” means any double hull
oil tanker (excluding, for the avoidance of doubt, each Collateral Vessel)
acquired (wholly or partially) by a member of the Group from time to time
pursuant to and in accordance with Clause 22.3 (b) (Financial Indebtedness) and Clause 22.17 (Acquisitions and Investments) and the
other provisions of this Agreement.


 


“Additional Vessel Owner” means from time to
time, any person being the legal and registered owner of an Additional Vessel.


 


“Administrative Services Agreement” means
the administrative services agreement to be entered into on or around the date
of this Agreement between the Borrower, the Collateral Vessel Owners and the
Manager.


 


“Advance”  means
an advance (as from time to time reduced by repayment) made or to be made by
the Lenders under the Facility or arising in respect of the Facility under
Clause 8.3 (Consolidation
of Advances) or Clause 8.4 (Division
of Advances).


 


“Affiliate”means in relation to a person, any other person directly or
indirectly controlling, controlled by or under direct or indirect common
control with that person, and for these purposes “control” shall be construed
so as to include the ownership, either directly or indirectly and legally or
beneficially, of more than 50% of the issued share capital of a company or the
ability to control, either directly or indirectly, the affairs or the composition
of the board of directors (or equivalent of it) of a company and “controlling”,
“controlled by” and “under common control with” shall be construed accordingly.


 


“Agent’s Spot Rate of Exchange”  means, in relation to 2 currencies, the
Administrative Agent’s spot rate of exchange for the purchase of the
first-mentioned currency with the second-mentioned currency in the London
foreign exchange market at or about 11a.m. on a particular day.


 


“Annual Budget” has the meaning given to it
in Clause 16.2 (Annual Budget).


 


“Applicable Advance Amount” means in
relation to an Advance made or to be made to the Borrower pursuant to Clause
4.1 (Conditions to Drawdown) of
this Agreement in connection with an Acquisition, the applicable amount
appearing under the relevant heading in Part II of Schedule 7 (Collateral Vessels) in respect of the
relevant Collateral Vessel Owner.


 


“Applicable Outstanding Amount” in relation
to any Collateral Vessel at the relevant time, means the amount (determined by
the Administrative Agent) which is equal to:


 


(a)           the Applicable Advance Amount relating to such Collateral Vessel;
less


 


(b)           the aggregate of all Individual Repayment Instalments (if any) made
by the Borrower at such time in respect of such Collateral Vessel.


 


“Appraisal Criteria” means, in relation to
the preparation of any Appraisal Package, such Appraisal Package is prepared:


 


3

















 


(a)           with or without a physical inspection of the relevant Collateral
Vessel (as the Administrative Agent may require);


 


(b)           on the basis of a sale of the individual vessel for prompt delivery
and for cash on normal arm’s length commercial terms as between a willing
seller and a willing buyer, free from any existing charter or other contract of
employment; and


 


(c)           after
deducting the estimated amount of the usual and reasonable expenses which would
be incurred in connection with such sale.


 


“Appraisal Package” means in respect of a
Collateral Vessel, the Initial Appraisal Package or if applicable, the most
recent Quarterly Appraisal Package or Updated Appraisal Package (as the case
may be), relating to such Collateral Vessel.


 


“Authorisation”  means an authorisation, consent, approval, resolution,
licence, exemption, filing, notarisation or registration.


 


“Available Commitment”  means, in relation to a Lender, at any
time and save as otherwise provided in this Agreement, its Commitment at such
time adjusted to take account of:


 


(a)           any
cancellation or reduction of it or any transfer by such Lender or any transfer
to it, in each case, pursuant to the terms of this Agreement; and


 


(b)           in the
case of any proposed Advance, amount of any Advance which, pursuant to any
other Drawdown Request is to be made on or before the proposed Drawdown Date,


 


less the
amount of its share of the Advances made under this Agreement, provided always
that such amount shall not be less than zero.


 


“Available Facility”  means the aggregate amount of the
Available Commitments in respect of the Facility at the relevant time.


 


“Bankruptcy Code”  means Title 11 of the United States Code entitled
“Bankruptcy” as now or hereafter in effect, or any successor to it.


 


“Bareboat Charter Assignments” means  each of the assignment agreements entered
into or to be entered into by the relevant Collateral Vessel Owner in favour of
the Security Trustee in respect of an Existing Bareboat Charter.


 


“Borrower Account” means the account of the
Borrower maintained with (a) the Security Trustee under the number
6011.04.43636 or (b) another financial institution which has a rating of at
least A from Standard & Poor’s Ratings Services and at least A2 from
Moody’s Investor’s Services, Inc. (and which, in relation to (b), is otherwise
acceptable to the Administrative Agent (acting on the instructions of an Instructing
Group) and the Borrower).


 


“Break Costs”  means the amount (if any) by which:


 


4

















 


(a)           the
interest which a Lender should have received for the period from the date of
receipt of all or any part of its participation in an Advance or Unpaid Sum to
the last day of the current Interest Period in respect of that Advance or
Unpaid Sum, had the principal amount of such Advance or Unpaid Sum received
been paid on the last day of that Interest Period (excluding in respect of this
period, that part of such interest representing the Margin);


 


exceeds:


 


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


 


“Business Day” means a day (other than a
Saturday or Sunday) on which banks generally are open for business in London,
Oslo and New York City.


 


“Cash”  means
any credit balances on any deposit, savings or current account with a bank,
Cash Equivalent Investments and cash in hand.


 


“Cash Equivalent Investment”  means:


 


(a)           debt
securities denominated in dollars issued or fully guaranteed or fully insured
by any state of the United States of America (or any agency of it) rated at
least A-1 by Standard & Poor’s Ratings Group and P-1 by Moody’s Investor
Services, Inc. and having maturities of 12 months or less from the date of
acquisition;


 


(b)           certificates
of deposit of, or time deposits or overnight bank deposits with, any commercial
bank whose short-term securities are rated at least A-1 by Standard and Poor’s
Rating Group and P-1 by Moody’s Investor Services, Inc. having maturities of 12
months or less from the date of acquisition;


 


(c)           commercial
paper of, or money market accounts or funds with or issued by, an issuer rated
at least A-1 by Standard & Poor’s Ratings Group and P-1 by Moody’s Investor
Services, Inc. and having an original tenor of 12 months or less;


 


(d)           medium
term fixed or floating rate notes of an issuer rated at least AA by Standard
& Poor’s Rating Group and/or Aa2 by Moody’s Investor Services, Inc. at the
time of acquisition and having a remaining term of 12 months or less from the
date of acquisition; and


 


(e)           is
secured in favour of the Security Trustee (except as otherwise agreed by an
Instructing Group).


 


“Centre of Main Interests” has the meaning
given to it in Article 3(1) of Council Regulation (EC) NO 1346/2000 of 29 May
2000 on Insolvency Proceedings.


 


5

















 


“Change of Control” means the occurrence of
any event whereby two or more persons acting in concert or any individual
person acquires (to the extent not already acquired as at the date of this
Agreement):


 


(a)           legally
and/or beneficially and either directly or indirectly at least 50% of the
issued share capital of either the Borrower or the Parent; or


 


(b)           the
right or ability to control, either directly or indirectly, the affairs or
composition of the majority of the board of directors (or equivalent of it) of
either the Borrower or the Parent (as the case may be),


 


in each case,
by virtue of ownership of share capital, contract or otherwise.


 


“Change in Tax Law”  means the introduction, implementation,
repeal, withdrawal or change in, or in the interpretation, administration or
application of any Law relating to taxation after the date of this Agreement.


 


“Charter Accounts” means the account of the
Charterer maintained (in respect of (x) the Charter Service Reserve Deposit and
(y) any charter hire paid pursuant to third party charters) with (a) the
Security Trustee under the number 6011.04.43628 and (b) (in respect of (x)
exclusively) each account maintained with another financial institution which
has a rating of at least A from Standard & Poor’s Ratings Services and at
least A2 from Moody’s Investor’s Services, Inc. and is subject to an Encumbrance
in favour of the Security Trustee in form and substance satisfactory to it.


 


“Charter Ancillary Agreement” means the
charter ancillary agreement to be entered into on or around the date of this
Agreement between the Borrower, the Parent, the Charterer and the Collateral
Vessel Owners.


 


“Charter Payment Deferral” means any
deferral of charter hire by the Charterer pursuant to and in accordance with
each of Article 3 (Deferral of Charter
Payments) of the Charter Ancillary Agreement and the Deed of
Undertaking.


 


“Charter Service Reserve Deposit” means the
portion of the amount comprising of Cash from time to time standing to the
credit of the Charter Accounts which has been deposited pursuant to Article 2.1
(Charter Service Reserve) of the
Charter Ancillary Agreement and which is to be maintained in accordance with
the Transaction Documents.


 


“Charterer” means Frontline Shipping
Limited, a special purpose company incorporated in Bermuda and a wholly-owned
Subsidiary of the Parent.


 


“Collateral Vessel” means any of the vessels
listed under the relevant heading in Part II of Schedule 7 (Collateral Vessels).


 


“Collateral Vessel Owner” means, from time
to time, any person being (or, pursuant to the Transaction, any person to be)
the legal and registered owner of a Collateral Vessel including, without
limitation, any Substitute Vessel Owner (and any reference to the Collateral
Vessel 


 


6

















 


owned by such
Collateral Vessel Owner (where applicable) shall mean the Collateral Vessel to
be acquired by it pursuant to the Transaction).


 


“Collateral Vessel Security Documents” has
the meaning given to it in Part II of Schedule 3 (Conditions to each Acquisition).


 


“Collateral Maintenance Prepayment Amount”
has the meaning given to it in Clause 20.3 (Collateral
Maintenance Prepayment Amount).


 


“Collateral Maintenance Test” has the
meaning given to it in Clause 20.1 (Collateral
Maintenance Test).


 


“Commitment” means, in relation to a Lender
at any time, and save as otherwise provided in this Agreement, the amount set
opposite its name in Schedule 1 (Lenders and
Commitments) or as specified in the Transfer Certificate pursuant to
which such Lender becomes a party to this Agreement.


 


“Commercial Management Agreement” means the
commercial management agreement to be entered into on or around the date of
this Agreement between the Charterer and the Manager.


 


“Commercial Management Report” has the
meaning given to it in Clause 20.9 (Commercial
Management Reports).


 


“Compliance Certificate”  means a certificate substantially in the
form set out in Schedule 6 (Form of Directors’ Compliance Certificate).


 


“Compulsory Acquisition” means requisition
of title or other compulsory acquisition, requisition, appropriation,
expropriation, deprivation or confiscation for any reason of a Collateral
Vessel by any government or official authority or by any person or persons
purporting to be or to represent a government or official authority.


 


“Consolidated Current Assets” means all of
the current assets (other than credits receivable for corporation tax
(including unrelieved surplus advance corporation tax (and their equivalents in
any relevant jurisdiction, including any such taxes levied locally in such
jurisdiction), withholding tax or any other tax on income or gains suffered and
Interest receivable), in each case, at the relevant time.


 


“Consolidated Current Liabilities” means all
of the current liabilities (excluding the short-term portion of any long term
debt and any other Financial Indebtedness) and any accrued or unpaid Interest
and any liabilities in respect of corporation tax (and their equivalents in any
relevant jurisdiction including any such taxes levied locally in such
jurisdiction), and dividends, redemptions and other distributions payable by
members of the Group to persons not members of the Group, in each case, at the
relevant time.


 


“Consolidated Working Capital” means
Consolidated Current Assets minus Consolidated Current Liabilities, in each
case, at the relevant time.


 


“Consolidation Date” means the date falling
three months after the date of this Agreement.


 


7

















 


“Consolidation Notice” means a notice signed
by an authorised signatory of the Borrower and delivered to the Administrative
Agent in accordance with Clause 8.3(b) (Consolidation
of Advances) substantially in the form of Schedule 8 (Form of Consolidation Notice).


 


“Corporate Governance Trigger” means the
occurrence of any event whereby the Parent ceases to own legally and/or
beneficially and either directly or indirectly at least 50% of the issued share
capital of the Borrower.


 


“Deed of Covenant” means the deed of
covenant entered into or to be entered into (if applicable) by a Collateral
Vessel Owner in relation to a Collateral Vessel pursuant to this Agreement.


 


“Deed of Undertaking” means the deed of
undertaking entered into on or around the date of this Agreement between the
Parent, the Borrower, the Charterer, the Manager, the Collateral Vessel Owners,
the Administrative Agent and the Security Trustee.


 


“Default”  means
an Event of Default or any event or circumstance which (with the expiry of a
grace period, the giving of notice, the making of any determination under any
of the Finance Documents or any combination of any of the foregoing) would be
an Event of Default.


 


“Document of Compliance” has the meaning
given to it in the ISM Code.


 


“Drawdown Date”  means the date on which an Advance is (or is requested) to be
made under this Agreement.


 


“Drawdown Request”  means a duly completed notice in the form prescribed by
Schedule 4 (Form
of Drawdown Request).


 


“Earnings” means, in relation to any
Collateral Vessel, all moneys whatsoever which are now, or later become,
payable (actually or contingently) to any Collateral Vessel Owner or the Security
Trustee and which arise out of the use or operation of the relevant Collateral
Vessel, including (but not limited to) the following, save to the extent that
any of them is, with the prior written consent of the Administrative Agent,
pooled or shared with any other person:


 


(a)           all
freight, hire and passage moneys;


 


(b)           compensation
payable to the relevant Collateral Vessel Owner or the Security Trustee in the
event of requisition of that Collateral Vessel for hire;


 


(c)           remuneration for salvage and towage services;


 


(d)           demurrage
and detention moneys;


 


(e)           damages
for breach (or payments for variation or termination) of any charterparty or
other contract for the employment of that Collateral Vessel; and


 


(f)            all moneys which are at any time payable under any Insurances in
respect of loss of hire.


 


8

















 


“Encumbrance”  means:


 


(a)           a
mortgage, charge (whether fixed, floating or otherwise) or pledge, any maritime
or other lien or any other encumbrance or security interest of any kind;


 


(b)           the security rights of a plaintiff under an action in rem; and


 


(c)           any
arrangement entered into by a person (A) the effect of which is to place
another person (B) in a position which is similar, in economic terms, to the
position in which B would have been had he held a security interest or
encumbrance over an asset of A; but this paragraph (c) does not apply to a
right of set off or combination of accounts conferred by the standard terms of
business of a bank or other financial institution.


 


“Environment”  means living organisms including the ecological systems of
which they form part and the following media:


 


(a)           air
(including air within natural or man-made structures, whether above or below
ground);


 


(b)           water
(including territorial, coastal and inland waters, water under or within land
and water in drains and sewers); and


 


(c)           land
(including land under water).


 


“Environmental Claim”  means any administrative, regulatory or
judicial action, suit, demand, demand letter, claim, notice of non-compliance
or violation, investigation, proceeding, consent order or consent agreement
relating to any Environmental Law or Environmental Licence.


 


“Environmental Incident” means:


 


(a)           any release of Environmentally Sensitive Material from a Collateral
Vessel; or


 


(b)           any
incident in which Environmentally Sensitive Material is released from a vessel
other than a Collateral Vessel and which involves a collision between a
Collateral Vessel and such other vessel or some other incident of navigation or
operation, in either case, in connection with which a Collateral Vessel is
actually or potentially liable to be arrested, attached, detained or injuncted,
a Collateral Vessel and/or any Guarantor, the Manager (or any sub-manager of
such Collateral Vessel) or any of its officers, employees or other persons
retained or instructed by it (or such sub-manager) are at fault or allegedly at
fault or otherwise liable to any legal or administrative action; or


 


(c)           any
other incident in which Environmentally Sensitive Material is released
otherwise than from a Collateral Vessel and in connection with which a
Collateral Vessel is actually or potentially liable to be arrested and/or where
any Guarantor, the Manager (or any sub-manager of such Collateral Vessel) or any
of its officers, employees or other persons retained or instructed by it (or
such sub-manager) are at fault or allegedly at fault or otherwise liable to any
legal or administrative action.


 


9

















 


“Environmental Law”  means all laws and regulations of any
relevant jurisdiction which:


 


(a)           have
as a purpose or effect the protection of, and/or prevention of harm or damage
to, the Environment;


 


(b)           relate to the carriage of Environmentally Sensitive Material or to
actual or threatened releases of Environmentally Sensitive Material;


 


(c)           provide
remedies or compensation for harm or damage to the Environment; or


 


(d)           relate
to Environmentally Sensitive Materials or health or safety matters.


 


“Environmental Licence”  means any Authorisations required at any
time under Environmental Law.


 


“Environmentally Sensitive Material” means
(a) oil and oil products and (b) any other waste, pollutant, contaminant or
other substance (including any liquid, solid, gas, ion, living organism or
noise) that may be harmful to human health or other life or the Environment or
a nuisance to any person or that may make the enjoyment, ownership or other
territorial control of any affected land, property or waters more costly for
such person to a material degree.


 


“Equity Conversion” has the meaning given to
it in the Deed of Undertaking.


 


“Equity Ratio” means the ratio (expressed as
a percentage) of Shareholder Equity to Total Assets.


 


“Event of Default”  means any of the events or circumstances described as such in
Clause 24 (Events
of Default).


 


“Existing Bareboat Charters” means the
demise charter agreements executed and in effect as at the date of this
Agreement in respect of the ‘Navix Astral’, ‘New Vanguard’ ‘New Vista’ ‘Front
Comanche’ ‘Opalia’ and ‘Oscilla’ Collateral Vessels.


 


“Existing Time Charters” means the time
charter agreements executed and in effect as at the date of this Agreement in
respect of the ‘Front Breaker’, ‘Front Climber’, ‘Front Driver’, ‘Front
Guider’, ‘Front Leader’, ‘Front Rider’, ‘Front Striver’, ‘Front Viewer’, ‘Front
Brabant’ and ‘Front Comanche’ Collateral Vessels.


 


“Facility”means the term loan facility granted to the Borrower pursuant to
Clause 2.1 (The
Facility).


 


“Facility Office”  means:


 


(a)           in
relation to the Administrative Agent, the office identified with its signature
below or such other office as it may, from time to time select for the
performance of its agency function under this Agreement; and


 


10

















 


(b)           in
relation to a Lender, the office from time to time designated by it to the
Administrative Agent for the purposes of this Agreement (or, in the case of a
Transferee, at the end of the Transfer Certificate to which it is a party as
Transferee) or such other office as such Lender may from time to time select.


 


“Fee Letters” means the fee letter dated 18
November 2003 addressed to the Parent from the Bookrunners and such other fee
letters relating to the Finance Documents from time to time provided to (and countersigned
by) the Borrower and/or the Parent by the Bookrunners, the Security Trustee
and/or the Administrative Agent.


 


“Finance Documents”  means:


 


(a)           this
Agreement, any Accession Notices, any Transfer Certificates and any Letter of
Accession;


 


(b)           the
Security Documents;


 


(c)           the
Security Trust Deed;


 


(d)           each
Hedging Agreement entered into pursuant to Clause 21.11 (Hedging);


 


(e)           the
Fee Letters;


 


(f)            the Deed of Undertaking;


 


(g)           any other agreement or document entered into or executed pursuant to
or contemplated by any of the foregoing documents; and


 


(h)           any
other agreement or document designated as a “Finance Document” in writing by
the Administrative Agent.


 


“Finance Parties”  means the Bookrunners, the Administrative Agent, the Mandated
Lead Arrangers, the Arrangers, the Security Trustee, the Lenders and each Hedge
Counterparty and “Finance Party”
means any of them.


 


“Financial Indebtedness” means any
Indebtedness for or in respect of:


 


(a)           moneys
borrowed;


 


(b)           any
amount raised by acceptance under any acceptance credit facility;


 


(c)           any
amount raised pursuant to any note purchase facility or the issue of bonds,
notes, debentures, loan stock or any similar instrument;


 


(d)           any
redeemable preference shares;


 


(e)           the
amount of any liability in respect of any lease or hire purchase contract which
would, in accordance with GAAP, be treated as a finance or capital lease;


 


11

















 


(f)            receivables
sold or discounted (other than any receivables to the extent they are sold on a
non-recourse basis);


 


(g)           accounts
payable in the ordinary course of trade which have been outstanding for more
than 120 days since their due date (other than any such amounts which are the
subject of a dispute which is actively being contested in good faith);


 


(h)           the
amount of any liability in respect of any purchase price for assets or services
the payment of which is deferred for a period in excess of 120 days in order to
raise finance or to finance the acquisition of those assets or services;


 


(i)            any
amount raised under any other transaction (including any forward sale or
purchase agreement) having the commercial effect of a borrowing;


 


(j)            any
derivative transaction entered into in connection with protection against or
benefit from fluctuation in any rate or price (and, when calculating the value
of any derivative transaction, only the marked to market value shall be taken
into account);


 


(k)           any
counter-indemnity obligation in respect of a guarantee, indemnity, bond,
standby or documentary letter of credit or any other instrument issued by a
bank or financial or other institution; and


 


(l)            the
amount of any liability in respect of any guarantee or indemnity for any of the
items referred to in paragraphs (a) to (k) above.


 


“Financial Quarter” means the period
commencing on the day immediately following any Quarter Date in each year, and
ending on the next succeeding Quarter Date.


 


“Fleet Purchase Agreement” means the fleet
purchase agreement dated 11 December 2003 entered into between the Parent and
the Borrower in relation to the Acquisitions.


 


“GAAP”  means
in relation to an Obligor or any financial statement of an Obligor, generally
accepted accounting principles in the United States of America.


 


“General Assignment” means each general assignment
entered into or to be entered into pursuant to this Agreement between the
Charterer and a Collateral Vessel Owner in relation to a Collateral Vessel
(including the documents referred to in paragraph 1 under Part IV of Schedule 3
(Initial
Security Documents)).


 


“Group”  means
the Borrower and each of its direct or indirect Subsidiaries from time to time.


 


“Group Business”  means the commercial business or activity of the Borrower and
the Group, being the ownership, chartering out and operation of single and
double hull crude oil tankers.


 


“Group Structure Chart” means the group
structure chart set out in Part I of Schedule 7 (Group Structure).


 


12

















 


“Guaranteed Obligations” means the aggregate
of all amounts from time to time due and payable by the Guarantors or any of
them to the Finance Parties or any of them pursuant to Clause 26 (Guarantee and Indemnity).


 


“Guarantors”  means the Original Guarantors and any Acceding Guarantors and
“Guarantor” means any one of them,
as the context requires.


 


“Hedge Counterparty”  means each Lender which is a party to an
Acceptable Hedging Agreement pursuant to and in accordance with Clause 21.11 (Hedging) and “Hedge Counterparties” means all such Lenders.


 


“Hedging Agreement”  means any agreement in respect of an
interest rate swap, currency swap, forward foreign exchange transaction, cap,
floor, collar or option transaction or any other treasury transaction or any
combination of it or any other transaction entered into in connection with the
protection against or benefit from fluctuation in any rate or price.


 


“Holding Company”  means a company or corporation of which another company or
corporation is a Subsidiary.


 


“Increased Cost”  means:


 


(a)           any
reduction in the rate of return from the Facility or on a Finance Party’s (or
an Affiliate’s) overall capital;


 


(b)           any
additional or increased cost; or


 


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


 


which is
incurred or suffered by a Finance Party or any of its Affiliates to the extent
that it is attributable to that Finance Party having agreed to make available
its Commitment or having funded or performed its obligations under any Finance
Document.


 


“Indebtedness”  includes any obligation (whether incurred as principal or as
surety) for the payment or repayment of money, whether present or future,
actual or contingent (including interest and other charges relating to it).


 


“Individual Collateral Value” has the
meaning given to it in Clause 20.4 (Valuation
of Collateral Vessels).


 


“Individual Repayment Instalment” in
relation to a Collateral Vessel (to the extent that an Advance has been made in
respect of such Collateral Vessel), means each of the quarterly repayment
amounts (numbered 1 to 24 (or less, if applicable)) set opposite such
Collateral Vessel in Schedule 9 (Repayment),
being an amount which is to fall due from time to time under Clause 5.1 (Repayment) as a portion of each Repayment
Instalment.


 


“Initial Appraisal Package” means, in relation to each of the
Collateral Vessels, an appraisal prepared in accordance with the Appraisal
Criteria and confirmed in writing by three independent first class shipbrokers
appointed or approved by the Administrative Agent as to 


 


13

















 


inter alia the fair market value of the
relevant Collateral Vessel as at the date of each such written confirmation.


 


“Initial Borrowing Date”  means the first Drawdown Date on which an
Advance is made to the Borrower under this Agreement.


 


“Initial Security Documents”  means the documents listed in Part IV of
Schedule 3 (Initial
Security Documents).


 


“Instructing Group”  means:


 


(a)           before
any Advance has been made under this Agreement, a Lender or group of Lenders
whose Available Commitments amount in aggregate to more than 66 2/3% of the
Available Facility; and


 


(b)           thereafter,
a Lender or group of Lenders to whom in aggregate more than 66 2/3% of the
aggregate amount of the Outstandings are (or if there are no Outstandings at
such time, immediately prior to repayment of it, were then) owed.


 


“Insurance Report and Certificate” means, in
relation to a Collateral Vessel (a) a report prepared by Marsh Marine &
Energy AS confirming inter alia
full details of the Insurance in place for such Collateral Vessel, the identity
of each insurance company, underwriter and/or club providing such Insurance and
further confirming that such Insurance is consistent with the terms of the
Mortgage and Deed of Covenant and/or the General Assignment (as applicable)
entered into or to be entered into in relation to such Collateral Vessel
pursuant to this Agreement, as well as (in each case) the terms of Clause 18 (Insurance) and (b) a certificate signed by
an authorised signatory of Marsh Marine & Energy AS confirming (in its
professional judgement) that the contents of such report is accurate and that
adequate Insurance is in place in respect of the relevant Collateral Vessel.


 


“Insurances” means, in relation to any
Collateral Vessel:


 


(a)           all
policies and contracts of insurance, including entries of that Collateral
Vessel in any protection and indemnity or war risks association, which are
effected in respect of that Collateral Vessel, its Earnings or otherwise in
relation to it; and


 


(b)           all
rights and other assets relating to, or derived from, any of the foregoing,
including any rights to a return of a premium.


 


“Intellectual Property Rights”  means any patent, trade mark, service
mark, registered design, trade name or copyright or any license to use any of
the same.


 


“Interest”means:


 


(a)           interest
and amounts in the nature of interest accrued in respect of any Financial
Indebtedness;


 


14

















 


(b)           discounts
suffered and repayment premiums payable in respect of Financial Indebtedness,
in each case to the extent GAAP requires that such discounts and premiums be
treated as or in like manner to interest;


 


(c)           discount
fees and acceptance fees payable or deducted in respect of any Financial
Indebtedness (including all fees payable in connection with any letters of
credit or guarantees);


 


(d)           any
other costs, expenses and deductions of the like effect and any net payment
(or, if appropriate in the context, receipt) under any Hedging Agreement or
like instrument, taking into account any premiums payable for the same, and the
interest element of any net payment under any Hedging Agreement; and


 


(e)           commitment
and non-utilisation fees (including, without limitation, those payable under
this Agreement) but excluding agent’s fees, front-end, management, arrangement
and participation fees and repayment premia with respect to any Financial
Indebtedness (including, without limitation, all those payable under the
Finance Documents) and any up-front premium or front-end fee payable in connection
with any Hedging Agreement entered into with a Hedge Counterparty pursuant to
Clause 21.11 (Hedging).


 


“Interest Payment Date” has the meaning
given to it in Clause 8.5 (Payment of
Interest for Advances).


 


“Interest Period”  means, save as otherwise provided in this Agreement, any of
those periods mentioned in Clause 8.1 (Interest Periods for Advances).


 


“ISM Code” means the International Safety
Management Code (including the guidelines on its implementation), adopted by
the International Maritime Organisation Assembly as Resolutions A.741 (18) and
A.788 (19), as the same may be amended or supplemented from time to time.


 


“Joint Venture”  means any joint venture, partnership or similar arrangement
that is not a member of the Group.


 


“Law”  means:


 


(a)           common
or customary law;


 


(b)           any
constitution, decree, judgment, legislation, order, ordinance, regulation,
statute, treaty or other legislative measure in any jurisdiction; and


 


(c)           any
present or future directive, regulation, practice, concession or requirement
which has the force of law and which is issued by any governmental or
inter-governmental body, agency or department or any central bank or other
fiscal, monetary, regulatory, self-regulatory or other authority or agency.


 


“Lender”  means
a person which:


 


(a)           is
named in Schedule 1 (Lenders and Commitments); or


 


15

















 


(b)           has
become a party to this Agreement in accordance with the provisions of Clause 34
(Assignments
and Transfers),


 


which in each
case has not ceased to be a party to this Agreement in accordance with the
terms of this Agreement.


 


“Letter of Accession” has the meaning given
to it in the Deed of Undertaking.


 


“LIBOR”  means,
in relation to any amount owed by an Obligor under this Agreement on which
interest for a given period is to accrue:


 


(a)           the
rate per annum which appears on the Relevant Page for such period at or about
11.00 am on the Quotation Date for such period; or


 


(b)           if no
such rate is displayed and the Administrative Agent shall not have selected an
alternative service on which such rate is displayed, the arithmetic mean
(rounded upwards, if not already such a multiple, to the nearest 5 decimal
places) of the rates (as notified to the Administrative Agent) at which each of
the Reference Banks was offering to prime banks in the London interbank market
deposits in dollars for such period at or about 11.00 am on the Quotation Date
for such period.


 


“Loss or Sale Prepayment Amount” means an
amount equal to the greater of:


 


(a)              the Applicable Outstanding Amount relating to such Acquisition; and


 


(b)              the Outstandings at such time multiplied by the applicable fraction,


 


in either
case, up to a maximum amount equal to the Outstandings at the relevant time and
for the purposes of this definition, “applicable
fraction” at such time means the Individual Collateral Value of the
relevant Collateral Vessel divided by the Total Collateral Value.


 


“Major Casualty” means, in relation to any
Collateral Vessel, any casualty to that Collateral Vessel in respect of which
the claim or the aggregate of the claims against all insurers, before
adjustment for any relevant franchise or deductible, exceeds $2,000,000 or the equivalent in any
other currency.


 


“Management Agreement” means each of the
management agreements entered into or to be entered into in relation to a
Collateral Vessel between the Manager and the relevant Collateral Vessel Owner
comprising of a ‘Shipman 98’ Baltic and
International Maritime Council standard ship management agreement together with
the riders attached thereto.


 


“Manager” means Frontline Management
(Bermuda) Ltd. a company incorporated in Bermuda and a wholly-owned Subsidiary
of the Parent.


 


“Margin”  means
1.25% per annum.


 


“Material Adverse Effect” means a material
adverse effect on:


 


16

















 


(a)           the validity or enforceability of any of the Transaction Documents
or the rights or remedies of the Finance Parties under the Transaction
Documents;


 


(b)           the ability of the Parent or any other member of the Parent Group to
perform their obligations in respect of the Transaction; or


 


(c)           the business, property, assets, nature of assets, operations,
liabilities, condition (financial or otherwise) or prospects of the Parent or
any member of the Parent Group.


 


“Maturity Date” means the sixth anniversary
of the date of this Agreement.


 


“Member State” means a member of the
European Community.


 


“Mortgage” means, in relation to any
Collateral Vessel, the first priority ship mortgage on that Collateral Vessel
entered into or to be entered into by the relevant Obligor pursuant to and in
accordance with this Agreement.


 


“Necessary Authorisations”  means all Authorisations (including any
competition and other clearances necessary in relation to the Acquisitions and
Environmental Licences) of any person including any government or other
regulatory authority required by applicable Law to enable it to:


 


(a)           lawfully
enter into and perform its obligations under the Transaction Documents to which
it is party;


 


(b)           ensure
the legality, validity, enforceability or admissibility in evidence in England
and, if different, its jurisdiction of incorporation, of such Transaction
Documents to which it is party; and


 


(c)           carry
on its business from time to time,


 


in each case, in
relation to which any applicable waiting periods have expired, as determined by
the Administrative Agent, except to the extent that any permitted action by the
relevant person during such waiting period would not, in the opinion of the
Administrative Agent, have a Material Adverse Effect.


 


“Net Worth” at any time, means the aggregate
of:


 


(a)           the
amount paid up or credited as paid up in respect of the issued share capital of
the Borrower; and


 


(b)           the
aggregate amount of the consolidated reserves (including retained earnings) of
the Borrower,


 


but
adjusted by:


 


(i)            adding
any credit balance on the profit and loss account of the Borrower contained in
the most recent financial statements of the Borrower delivered under 


 


17

















 


this
Agreement (to the extent not included in paragraph (b) above) or, as the case
may be, deducting any debit balance on such profit and loss account;


 


(ii)           deducting any dividend or other distribution declared, recommended
or made by the Borrower out of profits earned up to and including the date of
the latest financial statements of the Borrower to the extent that such
distribution is not provided for in such financial statements;


 


(iii)         deducting
to the extent included any amounts in respect of goodwill or other intangible
assets;


 


(iv)          deducting
any loans (or any other transactions of any kind having the commercial effect
of lending) to any person;


 


(v)            excluding
to the extent included any amount by which the net book value of any asset of
the Borrower has been written up after the date of the most recent financial
statements delivered by the Borrower under this Agreement by way of a
revaluation;


 


(vi)          reflecting
any variation since the date of the latest financial statements of the Borrower
delivered under this Agreement in the amount paid up or credited as paid up on
the issued share capital of the Borrower and in the consolidated reserves of
the Borrower (other than in the profit and loss account of the Borrower
contained in such financial statements); and


 


(vii)         excluding the amount paid up or credited as paid up on any share
capital of the Borrower which is redeemable or may on the occurrence of certain
events be redeemable prior to the Maturity Date, and excluding any element of
consolidated reserves attributable to such share capital,


 


but so that no
amount shall be included or excluded more than once in the same calculation,
and, for the avoidance of doubt, no account shall be taken of any amount set
aside for taxation purposes.


 


“Obligors”means the Borrower and the Guarantors and “Obligor” means any of them.


 


“Obligors’ Agent”  means the Borrower in its capacity as agent for the Obligors,
pursuant to Clause 27.16 (Obligors’ Agent).


 


“Offering Memorandum” means the final form
offering memorandum relating to the Senior Notes dated 11 December 2003.


 


“Original Financial Statements”  means in relation to the Group:


 


(a)           the
audited predecessor combined carve-out financial statements relating to it for
the fiscal years ended 31 December 2002, 2001 and 2000;


 


18

















 


(b)           the
unaudited predecessor combined carve-out financial statements relating to it
for the six months ended 30 June 2003 and 2002; and


 


(c)           the
Projections and any Additional Projections.


 


“Original Guarantors” means Madeira
International Corp. and each of the Collateral Vessel Owners.


 


“Original Obligors”  means the Borrower and the Original
Guarantors.


 


“Other Management Agreement” in relation to
a Collateral Vessel being the subject of an Existing Time Charter or a Relevant
Bareboat Charter, means the management agreement entered into or to be entered
into by the relevant Collateral Vessel Owner pursuant to which such Collateral
Vessel is for the time being managed or is to be managed.


 


“Outstandings” means, at any time, the
aggregate principal amount of the Advances outstanding under this Agreement.


 


“Parent” means Frontline Ltd., a company
incorporated in Bermuda, being the owner of the entire issued share capital of
each of the Borrower, the Charterer and the Manager, as at the date of this
Agreement.


 


“Parent Group” means the Parent, the
Manager, the Charterer, the Group and any other direct or indirect Subsidiaries
of the Parent.


 


“Participating Member State”  means any member of the European Community
that at the relevant time has adopted the euro as its lawful currency in
accordance with legislation of the European Community relating to Economic and
Monetary Union.


 


“Performance Guarantee” means the
performance guarantee to be entered into on or around the date of this
Agreement by the Parent as guarantor in relation to the Transaction.


 


“Permitted Capital Payment” means the
payment of a dividend or distribution (including by way of an issue of shares
to one or more existing shareholders of the Borrower) or a payment in respect
of capital expenditure, in each case, by the Borrower where (x) such payment is
made in the absence of a Default and would not itself give rise to a Default
(y) any amounts deferred in respect of the Charter Payment Deferral have been
received by the Group and (z) at the time of the relevant payment:


 


(a)           where such payment is effected prior to a Successful Listing:


 


(i)            the
Charter Service Reserve Deposit is in excess of $100,000,000 and will continue
to be immediately following the making of such payment; and


 


(ii)           the Group (on a consolidated basis) has an Equity Ratio of at least
30% and will continue to have immediately following the making of such payment;


 


(b)           where such payment is effected immediately upon completion of a
Successful Listing:


 


19

















 


(i)            such payment is a one-time payment (in the case of a dividend or
distribution payment to the shareholders of record immediately prior to such
Successful Listing);


 


(ii)           the
Charter Service Reserve Deposit is at least $250,000,000 and will continue to
be immediately following the making of such payment;


 


(iii)         the Net
Worth of the Borrower is in excess of $528,900,000 and will continue to be
immediately following the making of such payment; and


 


(iv)          the
Group (on a consolidated basis) has an Equity Ratio of at least 24.2% and will
continue to have immediately following the making of such payment; and


 


(c)           where
such payment and/or share issue is effected on or after a Successful Listing
and after any payment made pursuant to paragraph (b) above, the aggregate of
(x) the Cash freely available to the Group and (y) the Charter Service Reserve
Deposit is in excess of $100,000,000 and will continue to be immediately following
the making of such payment,


 


provided that,
prior to any such payment, the Borrower has provided to the Administrative
Agent a certificate in form and substance satisfactory to the Administrative
Agent signed by the chief financial officer of the Borrower confirming
compliance by the Borrower with each of the foregoing conditions (to the extent
applicable) in relation to such payment (and compliance by the Group with
Clause 17.1 (Financial Condition)
in respect of the date of such certificate and immediately following the
relevant payment).


 


“Permitted Encumbrances” means:


 


(a)           each
of the Encumbrances created pursuant to the Security Documents;


 


(b)           an Encumbrance in respect of any Additional Vessel (including its
earnings and insurances) securing Indebtedness assumed by any Obligor (and/or
the relevant Additional Vessel Owner where it has yet to become an Acceding
Guarantor, if applicable) in respect of the acquisition of such Additional
Vessel, as contemplated under Clause 22.4 (c) (Guarantees);


 


(c)           liens in respect of a Collateral Vessel for unpaid master’s or
crew’s wages in accordance with usual maritime practice;


 


(d)           liens in respect of a Collateral Vessel for salvage;


 


(e)           liens arising by operation of law for not more than 2 months’ prepaid
hire under any charter relating to a Collateral Vessel (to the extent that such
charter is permitted in accordance with this Agreement);


 


(f)            liens
for master’s disbursements incurred in the ordinary course of trading and any
other lien arising by operation of law or otherwise in the ordinary course of
the operation, repair or maintenance of a Collateral Vessel, provided such
liens do not secure amounts 


 


20

















 


more
than 30 days overdue (unless the overdue amount is being disputed by the
Guarantor who is the owner of such Collateral Vessel in good faith by
appropriate steps);


 


(g)           any Encumbrance created in favour of a plaintiff or defendant in any
proceedings or arbitration as security for costs and expenses where the
relevant Guarantor is actively prosecuting or defending such proceedings or
arbitration in good faith; and


 


(h)           Encumbrances arising by operation of law in respect of taxes which
are not overdue for payment or in respect of taxes being disputed in good faith
by appropriate steps and in respect of which appropriate reserves have been
made.


 


“Permitted Listing” means a sale of all or a
portion of the share capital of the Borrower or the payment of a dividend to
any existing shareholders of the Borrower by way of a share issue, in each
case, pursuant to a public offering on the New York Stock Exchange in
accordance with Clause 21.7 (Listing),
on terms which have been the subject of the prior approval of the
Administrative Agent (acting on the instructions of an Instructing Group).


 


“Pertinent Document” means:


 


(a)           any
Finance Document;


 


(b)           any policy or contract of insurance contemplated by or referred to
in Clause 18 (Insurance) or any
other provision of the Finance Documents;


 


(c)           any
other document contemplated by or referred to in any Finance Document; and


 


(d)           any
document which has been or is at any time sent by or to a Finance Party in
contemplation of or in connection with the Transaction or under any policy,
contract or document falling within paragraphs (b) or (c) above.


 


“Pertinent Matter” means:


 


(a)           any
transaction or matter contemplated by, arising out of, or in connection with a
Pertinent Document; or


 


(b)           any
statement relating to a Pertinent Document or to a transaction or matter falling
within paragraph (a) above,


 


and which
covers any such transaction, matter or statement, whether entered into, arising
or made at any time prior to or on the date of this Agreement or thereafter.


 


“Projections” means the detailed
consolidated financial projections relating to the Group, the Parent and the
Charterer, in the form most recently delivered to the Administrative Agent
prior to the date of this Agreement.


 


“Proportion”  in respect of a Lender, means:


 


21

















 


(a)           in the
case of an Advance to be made under this Agreement, the proportion borne by
such Lender’s Available Commitment to the Available Facility;


 


(b)           in the
case of an Advance or Advances outstanding under this Agreement, the proportion
borne by such Lender’s share of the amount of such Advance or Advances to the
total amount thereof;


 


(c)           if
paragraph (a) does not apply and there are no Outstandings, the proportion
borne by such Lender’s Available Commitment to the Available Facility (or if
the Available Facility is then zero, by its Available Commitment to the
Available Facility immediately prior to its reduction to zero); and


 


(d)           if
paragraph (b) does not apply and there are any Outstandings, the proportion
borne by such Lender’s share of the Outstandings to the amount of all the
Outstandings for the time being.


 


“Prospective Bareboat Charters” means the
demise charter agreements due to be executed on or around 31 March 2004 in
respect of the ‘New Circassia’, ‘Opalia’, ‘Front Commerce’ and ‘Hakata’
Collateral Vessels.


 


“Protected Party”  means a Finance Party or any Affiliate of a Finance Party
which is or will be, subject to any Tax Liability in relation to any amount
payable under or in relation to a Finance Document.


 


“Purchase Price”  means in relation to a Collateral Vessel, the amount referred
to under the relevant heading in Part II of Schedule 7 (Collateral Vessels).


 


“Quarter Date”  means any of 31 March, 30 June, 30 September and 31 December.


 


“Quarterly Appraisal Package” means, in relation to a
Collateral Vessel, an appraisal prepared in accordance with the Appraisal
Criteria and confirmed in writing by three independent first class shipbrokers
appointed or approved by the Administrative Agent as to inter alia the fair market value of the
relevant Collateral Vessel as at the date of each such written confirmation.


 


“Quotation Date”  means, in relation to any currency and any period for which
an interest rate is to be determined, 2 Business Days before the first day of
that period,


 


 “Reference
Banks”  means the
principal London offices of Citibank, N.A., Deutsche Bank AG and Credit
Agricole Indosuez or such other bank or banks as may be appointed as such by
the Administrative Agent.


 


“Relevant Bareboat Charters” means the
Existing Bareboat Charters and the Prospective Bareboat Charters.


 


“Relevant Page”  means the page of the Reuters or Telerate screen on which is
displayed BBA LIBOR for dollars, or, if such page or service shall cease to be
available, such other page or service which displays the London interbank
offered rates for dollars as the Administrative Agent, after consultation with
the Lenders, shall select.


 


22

















 


“Repayment Date” means each of the dates
specified in Clause 5.1 (Repayment) as a Repayment Date in respect
of the Outstandings.


 


“Repayment Instalment” has the meaning given
to it in Clause 5.1 (Repayment).


 


“Reports”  means:


 


(a)           each
Insurance Report and Certificate;


 


(b)           the
Appraisal Packages; and


 


(c)           each
Commercial Management Report (if any).


 


“Safety Management Certificate” has the
meaning given to it in the ISM Code.


 


“Security Documents”  means:


 


(a)           the
Initial Security Documents (and any General Assignment in addition to those
referred to in paragraph 1 under Part IV of Schedule 3 (Initial Security Documents)),
each Collateral Vessel Security Document, each Deed of Covenant, each
Tripartite Agreement and each Bareboat Charter Assignment;


 


(b)           any
other document (executed at any time) conferring or evidencing any Encumbrance,
guarantee or other assurance against financial loss for, or in respect of, any
of the obligations of the Obligors under this Agreement (including but not
limited to any security document (or if applicable, tripartite or other
subordination agreement) entered into pursuant to Clause 18.16(b) (Bareboat Charter Insurance), Clause
19.1(a)(ii) (Collateral Vessels’ Names and
Registration), Clause 19.13(b) (Restrictions
on Chartering and Appointment of Managers), Clause 21.14 (Further Assurance), Clause 22.7(c) (Disposals), Clause 22.19(a) (Bank Accounts) or Clause 23(a) (Acceding Guarantors); and


 


(c)           any
other document executed at any time pursuant to any covenant in any of the
Security Documents referred to in paragraph (a) or (b) above.


 


“Security Trust Deed” means the security
trust deed dated on or around the date of this Agreement entered into between inter alia the Borrower and the Security
Trustee.


 


“Seller Credit Undertaking” has the meaning
given to it in the Deed of Undertaking.


 


“Senior Note Default” means an event of
default (however described and subject to any applicable grace periods) under
the Senior Note Documents.


 


“Senior Note Documents” means:


 


(a)           the
Offering Memorandum;


 


(b)           the
Senior Note Indenture;


 


23

















 


(c)           the Senior Note Purchase Agreement;


 


(d)           the Senior Notes;


 


(e)           any
other agreement or document entered into or executed pursuant to or
contemplated by any of the foregoing documents; and


 


(f)            any other agreement or document designated as a “Senior Note
Document” in writing by the Administrative Agent.


 


“Senior Notes” means the senior unsecured
notes due 2013 constituted by the Senior Note Indenture issued by the Borrower
in relation to the Transaction.


 


“Senior Note Indenture” means the note
indenture entered into by the Borrower and dated 18 December 2003 relating to
the Senior Notes.


 


“Senior Note Purchase Agreement” means the
senior note purchase agreement entered into by inter
alia the Borrower on 11
December 2003 relating to the Senior Notes.


 


“Shareholder Equity” means any Indebtedness outstanding at the
relevant time issued by the Borrower to one or more of its shareholders that is
fully subordinated, whether by law, pursuant to contract or otherwise (or by a
combination of the same) in right of payment to the rights of the Finance
Parties under the Finance Documents.


 


“Subsidiary”  of a company or corporation means any company or corporation:


 


(a)           more
than 50% of the issued share capital of which is legally or beneficially owned,
directly or indirectly, by the first-mentioned company or corporation; or


 


(b)           where
the first-mentioned company owns the right or ability to control directly or
indirectly the affairs or the composition of the board of directors (or
equivalent of it) of such company or corporation; or


 


(c)           which
is a Subsidiary of another Subsidiary of the first-mentioned company or
corporation.


 


“Substitute
Vessel Owner” has the meaning given to it in Clause 23(a) (Acceding Guarantors).


 


“Successful Listing” means one or more Permitted Listings
representing in aggregate at least 20% of the share capital of the Borrower.


 


“Tax Credit”  means a credit against, relief or remission for, or repayment
of any tax.


 


“Tax Deduction”  means a deduction or withholding for or on account of tax
from a payment made or to be made under a Finance Document.


 


“Taxes Act”means the Income and Corporation Taxes Act 1988.


 


“Tax Liability”  has the meaning set out in paragraph (e) of Clause 11.2 (Tax
Indemnity).


 


24

















 


“Tax Payment”  means the increase in any payment made by an Obligor to a
Finance Party under paragraph (c) of Clause 11.1 (Tax Gross-up) or any amount
payable under paragraph (d) of Clause 11.1 (Tax
Gross-up) or under Clause 11.2 (Tax Indemnity).


 


“Termination Date”  means the earlier of the date which is:


 


(a)           the
Consolidation Date;


 


(b)           the
first Business Day (if any) on which the Available Commitment of each of the
Lenders in respect of the Facility is zero;


 


(c)           the first Business Day (if any) on which the Group is the owner of
each of the forty seven Collateral Vessels; and


 


(d)           the
date (if any) on which this Agreement and the Facility is terminated by the
mutual agreement of each of the parties to this Agreement,


 


in each case,
as determined by the Administrative Agent by notice to the Borrower under
Clause 4.2 (Notification of Termination Date) (in respect of
paragraph (c), following consultation with the Security Trustee and the
Borrower).


 


“Termination Date Notice” has the meaning
given to it in Clause 4.2 (Notification of
Termination Date).


 


“Time Charter Parties” means each of the time charter parties entered into or to
be entered into between the Charterer and the relevant Collateral Vessel Owner
pursuant to this Agreement in relation to the applicable Collateral Vessel.


 


“Total Assets” means the aggregate book
value of all assets (both tangible and intangible) owned by the Group and/or
any member of it at the relevant time.


 


“Total Collateral Value” means the aggregate
of all Individual Collateral Values at the relevant time.


 


“Total Loss” means, in relation to any
Collateral Vessel:


 


(a)           actual, constructive, compromised, agreed or arranged total loss of
such Collateral Vessel;


 


(b)           any
expropriation, confiscation, requisition or acquisition of such Collateral
Vessel, whether for full consideration, a consideration less than its proper
value, a nominal consideration or without any consideration, which is effected
by any government or official authority or by any person or persons claiming to
be or to represent a government or official authority, (excluding a requisition
for hire for a fixed period not exceeding 1 year without any right to an
extension) unless it is within 1 month redelivered to the full control or the
relevant Collateral Vessel Owner; or


 


25

















 


(c)           any arrest, capture, seizure or detention of such Collateral Vessel
(including any hijacking or theft) unless it is within 2 months of such
incident redelivered to the full control of the relevant Collateral Vessel
Owner.


 


“Total Loss Date” means, in relation to any
Collateral Vessel:


 


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


 


(b)           in the
case of a constructive, compromised, agreed or arranged total loss of such
Collateral Vessel, the earlier of:


 


(i)            the
date on which a notice of abandonment is given to any insurers of such
Collateral Vessel; and


 


(ii)           the
date of any compromise, arrangement or agreement made by or on behalf of the
relevant Collateral Vessel Owner with such insurers, in which such insurers
agree to treat the Collateral Vessel as a total loss; and


 


(c)           in the
case of any other type of total loss, on the date (or the most likely date) on
which it appears to the Security Trustee that the event constituting the total
loss occurred.


 


“Transaction” means the entry into the
Transaction Documents (other than the Relevant Bareboat Charters, the Existing
Time Charters and the Other Management Agreements) and the performance of the
obligations thereunder by each of the parties thereto including inter alia the issuance of the Senior
Notes, the provision of the Facility to the Borrower and the consummation of
each of the Acquisitions.


 


“Transaction Documents”  means:


 


(a)           the
Finance Documents;


 


(b)           the
Senior Note Documents;


 


(c)           each
Management Agreement;


 


(d)           the
Performance Guarantee;


 


(e)           the Administrative Services Agreement;


 


(f)            the Charter Ancillary Agreement;


 


(g)           each
Time Charter Party;


 


(h)           the Commercial Management Agreement;


 


(i)            each
Acquisition Document;


 


(j)            the Relevant Bareboat Charters;


 


26

















 


(k)           the
Existing Time Charters;


 


(l)            the Other Management Agreements;


 


(m)          any other agreement or document (other than any Finance Document)
entered into or executed pursuant to or contemplated by any of the foregoing
documents; and


 


(n)           any
other agreement or document designated as a “Transaction Document” in writing
by the Administrative Agent.


 


“Transfer Certificate”  means a duly completed transfer
certificate in the form set out in Schedule 2 (Form of Transfer Certificate)
and signed by a Lender and a Transferee whereby such Lender seeks to procure
the transfer to such Transferee of all or a part of such Lender’s rights,
benefits and obligations under this Agreement as contemplated in Clause 34 (Assignments
and Transfers).


 


“Transfer Date”  means, in relation to any Transfer Certificate, the date for
the making of the transfer as specified in such Transfer Certificate.


 


“Transferee”  means a person to which a Lender seeks to transfer all or
part of its rights, benefits and obligations under this Agreement pursuant to
and in accordance with Clause 34 (Assignments and Transfers).


 


“Tripartite Agreements” means  each of the agreements entered into or to
be entered into in respect of a Collateral Vessel being subject to an Existing
Bareboat Charter by the relevant third party charterer in favour of the Finance
Parties for the purposes of inter alia the
subordination of certain of the rights of such third party charterer to the
rights of the Finance Parties under the Security Documents relating to such
Collateral Vessel.


 


“Unpaid Sum” means any sum due and payable
by an Obligor under any Finance Document but unpaid.


 


“Updated Appraisal Package” means, in relation to a Collateral Vessel,
an appraisal prepared in accordance with the Appraisal Criteria and confirmed
in writing by three independent first class shipbrokers appointed or approved
by the Administrative Agent as to inter alia
the fair market value of the relevant Collateral Vessel as at the
date of each such written confirmation.


 


1.2          Accounting
Expressions


 


All accounting
expressions which are not otherwise defined in this Agreement shall be
construed in accordance with generally accepted accounting principles in the
United States of America.


 


1.3          Construction


 


Unless a
contrary indication appears, any reference in this Agreement to:


 


the “Administrative Agent”, a “Mandated Lead Arranger”, a “Bookrunner”, the “Security Trustee”, a “Hedge Counterparty”, an “Arranger” or a “Lender” shall be construed so as to 


 


27

















 


include their
respective and any subsequent successors, Transferees and permitted assigns in
accordance with their respective interests;


 


“agreed form”  means, in relation to any document, in the form agreed by the
Mandated Lead Arrangers and the Borrower prior to the date of this Agreement;


 


“continuing”  in relation to a Default capable of being remedied shall be
construed as meaning that (a) the circumstances constituting such Default
continue and (b) neither the Administrative Agent (being duly authorised to do
so) nor the Lenders have waived such of its or their rights under this
Agreement as arise as a result of that event;


 


“determines”  or “determined”
means a determination made in the absolute discretion of the person making the
determination;


 


the “equivalent”  on any given date in one currency (the “first currency”) of an amount denominated
in another currency (the “second currency”)
is a reference to the amount of the first currency which could be purchased
with the second currency at the Administrative Agent’s Spot Rate of Exchange
for the purchase of the first currency with the second currency;


 


“including” means including (without
limitation), to the extent not already stated;


 


“month”  is
a reference to a period starting on one day in a calendar month and ending on
the numerically corresponding day in the next succeeding calendar month save
that, where any such period would otherwise end on a day which is not a
Business Day, it shall end on the next succeeding Business Day, unless that day
falls in the calendar month succeeding that in which it would otherwise have
ended, in which case it shall end on the immediately preceding Business Day
provided that, if a period starts on the last Business Day in a calendar month
or if there is no numerically corresponding day in the month in which that
period ends, that period shall end on the last Business Day in that later month
(and references to “months” shall
be construed accordingly);


 


a “person” shall be construed as a reference
to any person, firm, company, corporation, government, state or agency of a
state or any association or partnership (whether or not having separate legal
personality) of two or more of the foregoing;


 


“tax”  shall
be construed so as to include all present and future taxes, charges, imposts,
duties, levies, deductions or withholdings of any kind whatsoever, or any
amount payable on account of or as security for any of the foregoing, by
whomsoever on whomsoever and wherever imposed, levied, collected, withheld or
assessed together with any penalties, additions, fines, surcharges or interest
relating to it and “taxes”  and “taxation”  shall be construed accordingly;


 


“VAT”  shall
be construed as value added tax as provided for in the Value Added Tax Act 1994
and legislation (or purported legislation and whether delegated or otherwise)
supplemental to that Act or in any primary or secondary legislation promulgated
by the European Community or European Union or any official body or agency of
the European Community or European Union, and any tax similar or equivalent to
value added tax (including details of
any applicable foreign VAT) imposed by any country other than the United
Kingdom and any similar or turnover tax replacing or introduced in addition to
any of the same;


 


28

















 


a “wholly-owned Subsidiary” of a company or
corporation shall be construed as a reference to any company or corporation
which has no other members except that other company or corporation and that
other company’s or corporation’s wholly-owned Subsidiaries or nominees for that
other company or corporation or its wholly-owned Subsidiaries; and


 


the “winding-up”, “dissolution” or “administration”
of a company or corporation shall be construed so as to include any equivalent
or analogous proceedings under the Law of the jurisdiction in which such
company or corporation is incorporated or any jurisdiction in which such
company or corporation carries on business, including the seeking of
liquidation, winding-up, reorganisation, dissolution, administration,
arrangement, adjustment, protection from creditors or relief of debtors.


 


1.4          Currency


 


“US$”, “$”
and “dollar” denote the lawful
currency of the United States of America.


 


1.5          Statutes


 


Any reference
in this Agreement to a statute or a statutory provision shall, save where a
contrary intention is specified, be construed as a reference to such statute or
statutory provision as the same shall have been, or may be, amended or
re-enacted.


 


1.6          Time


 


Any reference
in this Agreement to a time shall, unless otherwise specified, be construed as
a reference to London time.


 


1.7          References
to Agreements


 


Unless
otherwise stated, any reference in this Agreement to any agreement or document
(including any reference to this Agreement) shall be construed as a reference
to:


 


(a)           such
agreement or document as amended, varied, novated or supplemented from time to
time;


 


(b)           any
other agreement or document whereby such agreement or document is so amended,
varied, supplemented or novated; and


 


(c)           any
other agreement or document entered into pursuant to or in accordance with any
such agreement or document.


 


2.             THE FACILITY


 


2.1          The
Facility


 


The Lenders
grant to the Borrower, upon the terms and subject to the conditions of this
Agreement, a term loan facility in a maximum aggregate amount of $1,058,000,000.


 


29

















 


2.2          Purposes


 


The Borrower
shall apply the proceeds of each Advance exclusively in or towards the payment
of part of the Purchase Price applicable to such Acquisition as set out in Part
II of Schedule 7 (Collateral Vessels),
the repayment of any existing Indebtedness related to the relevant Collateral
Vessel (excluding, for the avoidance of doubt, any Outstandings) and/or the
payment of any costs and expenses incurred in connection with such Acquisition
or otherwise in relation to the Transaction.


 


2.3          Several
Obligations


 


The
obligations of each Finance Party under this Agreement are several and the
failure by a Finance Party to perform any of its obligations under this
Agreement shall not affect the obligations of any of the Obligors towards any
other party to this Agreement nor shall any other party be liable for the
failure by such Finance Party to perform its obligations under this Agreement.


 


2.4          Several
Rights


 


The rights of
each Finance Party are several and any debt arising under this Agreement at any
time from an Obligor to any Finance Party to this Agreement shall be a separate
and independent debt.  Each Finance
Party may, except as otherwise stated in this Agreement, separately enforce its
rights under this Agreement.


 


3.             CONDITIONS PRECEDENT


 


The
obligations of the Finance Parties under this Agreement shall be conditional
upon the Administrative Agent having confirmed to the Borrower that it has
received the documents listed in Part I of Schedule 3 (Conditions Precedent to First Drawdown)
and that each is satisfactory, in form and substance, to the Mandated Lead
Arrangers.  The Administrative Agent
shall notify the Borrower and the Lenders promptly upon being so satisfied.


 


4.             DRAWDOWN


 


4.1          Conditions
to Drawdown


 


Save as
otherwise provided in this Agreement, an Advance will be made by the Lenders to
the Borrower if:


 


(a)           the
Administrative Agent has received from the Borrower a duly completed Drawdown
Request for that Advance not later than 10.00 a.m. on a day which is no more
than 10 nor less than 3 Business Days prior to the proposed Drawdown Date for
such Advance, receipt of which shall oblige the Borrower to borrow the amount
requested on the date stated upon the terms and subject to the conditions
contained in this Agreement;


 


(b)           the
proposed Drawdown Date is a Business Day which is or precedes the Termination
Date;


 


30

















 


(c)           the
proposed amount of such Advance is equal to the Applicable Advance Amount;


 


(d)           the
Administrative Agent has received confirmation that the Charter Service Reserve
Deposit is at least $250,000,000 (less the amount of any pre-paid charter hire
as agreed in advance with the Administrative Agent); and


 


(e)           the
Administrative Agent has received evidence satisfactory to it that:


 


(i)            any
Indebtedness outstanding (other than the Outstandings) in relation to the
relevant Collateral Vessel or Collateral Vessel Owner has been discharged in
full (or will be discharged in full, immediately upon the provision of (x) such
Advance and (y) (where that Indebtedness is in respect of more than one
Collateral Vessel) such other Advances (if applicable) requested to be made on
the same Drawdown Date); and


 


(ii)           any
Encumbrances over the relevant Collateral Vessel securing any such Indebtedness
have been (or immediately upon the provision of such Advances, will be)
released;


 


(f)            immediately
after the making of such Advance there will be no more than forty seven
Advances outstanding;


 


(g)           no
Default has occurred which is continuing or would occur from the making of such
Advance and no other circumstances exist or will arise in connection with the
making of such Advance which will have a Material Adverse Effect;


 


(h)           each
of the representations made in Clause 15 (Representations
and Warranties) is true and will continue to be true, in each case,
in all respects, following the making of the relevant Advance, provided that
any such representation which expressly relates to a given date or period shall
be required to be true solely in respect of that date or period;


 


(i)            in
relation to the relevant Acquisition, the Administrative Agent has received (or
it is satisfied that immediately upon the making of the relevant Advance, it
will receive) each of the documents referred to in Part II of Schedule 3 (Conditions to each Acquisition) (each in
form and substance satisfactory to the Mandated Lead Arrangers); and


 


(j)            the
Administrative Agent has received evidence satisfactory to it that all costs
and expenses for the time being due and payable by the Parent or any Obligor to
any Finance Party under the Finance Documents have been paid.


 


4.2          Notification
of Termination Date


 


Following
consultation with the Borrower, the Administrative Agent shall, by notice to
the Borrower and the Lenders (a “Termination
Date Notice”), confirm the Termination Date.  The Administrative Agent shall provide the
Termination Date Notice on or prior to the Termination Date.


 


31

















 


4.3          Legal
Opinions


 


Within 14 days
following each Drawdown Date, the Borrower shall procure that the
Administrative Agent receives each of the legal opinions (issued by the
relevant local counsel) in respect of the Collateral Vessel Owner and/or
Collateral Vessel to which the relevant Advance relates (being the legal
opinions to be delivered in the form agreed with the Mandated Lead Arrangers in
relation to such Advance pursuant to and in accordance with paragraph 7(b) (Legal Opinions) in Part II of Schedule 3 (Conditions to each Acquisition), subject
to any amendments thereto which are acceptable to the Mandated Lead Arrangers
for the purposes of this Clause 4.1).


 


5.             REPAYMENT


 


5.1          Repayment


 


On the date
occurring three months after the date of this Agreement and at subsequent
three-monthly intervals thereafter or (if earlier) on the Maturity Date in
respect of the final such date (each a “Repayment
Date”), the Borrower shall repay an amount equal to the aggregate of
all Individual Repayment Instalments falling due on such date (excluding any
prior application against such Individual Repayment Instalments (or any of
them) under Clause 6.3 (Application of
Repayments of Advances) or Clause 7.4 (Application of Mandatory Prepayments)), each such repayment
being referred to in this Agreement as a “Repayment Instalment” provided that, if any
such day is not a Business Day, the Repayment Date will be the next succeeding
Business Day in the then current calendar month (if there is one) or the
preceding Business Day (if there is not). 
For the avoidance of doubt, if applicable following the Termination Date
or at any time following a prepayment under Clause 6 (Voluntary Prepayment) or Clause 7 (Mandatory Prepayment), the Administrative
Agent shall provide to the Borrower on request a copy of Schedule 9 (Repayment) as amended to account for any
repayment or prepayment of Outstandings pursuant to this Agreement.  Without prejudice to the foregoing
provisions of this Clause 5.1, on the Maturity Date, the Borrower shall repay
all Outstandings (if any) which remain due and payable on such date.


 


5.2          No
Reborrowing of Advances


 


The Borrower
may not reborrow any part of the Facility which is repaid.


 


6.             VOLUNTARY PREPAYMENT


 


6.1          Voluntary
Prepayment


 


The Borrower
shall, if it has given to the Administrative Agent not less than 3 Business Days’ prior written notice
to that effect, repay the Outstandings in whole or in part (but if in part, in
an amount that reduces the Outstandings by a minimum amount of $500,000 or such
lesser amount as the Administrative Agent may permit) together with accrued
interest on the amount repaid without premium or penalty (but without prejudice
to any Break Costs payable in respect of such repayment in accordance with
Clause 28.2 (Break Costs)).


 


32

















 


6.2          Right
of Prepayment and Cancellation in relation to a single Lender


 


If any sum
payable to any Lender by an Obligor is required to be increased under Clause
11.1 (Tax
Gross-up) or a Lender claims indemnification from the Borrower under
the provisions of Clause 11.2 (Tax Indemnity) or Clause 12.1 (Increased
Costs) and within 30 days thereafter the Administrative Agent
receives from the Borrower (while the circumstances giving rise to such increase
or indemnification continue), at least 10 Business Days’ prior notice of its
intention to repay or to cause to be repaid such Lender’s share of the
Outstandings, the Borrower shall on the last day of each of the then current
Interest Periods repay such Lender’s portion of each Advance to which such
Interest Periods relate.


 


6.3          Application
of Repayments of Advances


 


Any repayment
made pursuant to Clauses 6.1 (Voluntary Prepayment) or 6.2 (Right of
Prepayment and Cancellation in relation to a single Lender) shall be
applied on a pro rata basis against each Individual Repayment Instalment
that remains outstanding.


 


6.4          Release
from Obligation to make Advances


 


A Lender for
whose account a repayment is to be made under Clause 6.2 (Right of Prepayment and Cancellation in
relation to a single Lender) shall not be obliged to participate in
the making of Advances on or after the date upon which the Administrative Agent
receives the relevant notice of intention to repay such Lender’s share of the
Outstandings, on which date all of such Lender’s Available Commitment shall be
cancelled and all of its Commitment shall be reduced to zero.


 


6.5          Notice
of Repayment


 


Any notice of
repayment given by the Borrower pursuant to Clauses 6.1 (Voluntary Prepayment) or 6.2
(Right of
Prepayment and Cancellation in relation to a single Lender) shall be
irrevocable, shall specify the date upon which such repayment is to be made and
the amount of such repayment and shall oblige the Borrower to make such
repayment on such date.


 


6.6          Restrictions
on Repayment


 


No Obligor
shall repay all or any part of any Advance except at the times and in the
manner expressly provided for in this Agreement.


 


6.7          Cancellation
upon Repayment


 


No amount
repaid under this Agreement may subsequently be reborrowed and upon any
repayment the availability of the Facility shall be reduced by an amount
corresponding to the amount of such repayment and the Available Commitment of
each Lender in relation to the Facility shall be cancelled in an amount equal
to such Lender’s Proportion of the amount repaid.


 


33

















 


7.             MANDATORY PREPAYMENT


 


7.1          Total
Loss or Sale


 


(a)           If a
Collateral Vessel is sold or otherwise disposed of or is the subject of a Total
Loss, the Borrower shall repay an amount equal to the Loss or Sale Prepayment
Amount which shall be applied in or towards the discharge of the Outstandings
at such time, in accordance with Clause 7.4(b) (Application of Mandatory Prepayments), together with accrued
interest on the amount repaid without premium or penalty but subject to the
payment of any Break Costs arising in respect of such repayment.


 


(b)           Such
repayment shall be made:


 


(i)            in
the case of a sale or other disposition of a Collateral Vessel, on or before
the date on which the sale or disposal is completed by delivery of that
Collateral Vessel to the relevant person acquiring such Collateral Vessel; or


 


(ii)           in the
case of a Total Loss of a Collateral Vessel, on the earlier of the date falling
120 days after the Total Loss Date and the date of receipt by the
Security Trustee of the proceeds of insurance relating to such Total Loss.


 


7.2          Collateral
Maintenance Test


 


Promptly upon
receipt of a notice under Clause 20.3 (Collateral
Maintenance Prepayment Amount), the Borrower shall repay an amount
equal to the Collateral Maintenance Prepayment Amount, which shall be applied
in or towards the discharge of the Outstandings at such time, in accordance
with Clause 7.4 (Application of Mandatory
Prepayments), together with accrued interest on the amount repaid
without premium or penalty (but without prejudice to any Break Costs payable in
respect of such repayment in accordance with Clause 28.2 (Break Costs)).


 


7.3          Change
of Control


 


If there
occurs a Change of Control or a sale of all or substantially all of the assets
or business of the Parent Group or the Group, all of the Available Commitments
shall immediately be cancelled, the Commitment of each Lender in respect of the
Facility shall be reduced to zero and the Borrower shall immediately repay the
Outstandings in full together with unpaid interest accrued thereon and all
other amounts due and payable to any Finance Party pursuant to Clause 28 (Borrower’s Indemnities) and any other
provision of the Finance Documents.


 


7.4          Application
of Mandatory Prepayments


 


(a)           Any
repayment made pursuant to the foregoing provisions of this Clause 7 (Mandatory Prepayment) (other than pursuant
to Clause 7.1 (Total Loss or Sale))
shall be applied on a pro rata basis against each Individual Repayment
Instalment in inverse chronological order of maturity.


 


(b)           Any
repayment made pursuant to Clause 7.1 (Total
Loss or Sale) in respect of a Collateral Vessel which is sold or
otherwise disposed of or subject to a Total Loss, shall 


 


34

















 


be applied in or towards the repayment of
each Individual Repayment Instalment relating to such Collateral Vessel in
inverse chronological order of maturity and thereafter on a pro rata
basis against each other Individual Repayment Instalment in inverse
chronological order of maturity.


 


8.             INTEREST ON ADVANCES


 


8.1          Interest
Periods for Advances


 


The period for
which the Facility is outstanding shall be divided into successive periods
(each an “Interest Period”) each
of which (other than the first which shall begin on the Drawdown Date relating
to such Advance) shall start on the last day of the preceding such period and
any Interest Period which begins during or at the same time as any other
Interest Period in respect of an Advance shall end at the same time as that
other Interest Period.


 


8.2          Duration


 


The duration
of each Interest Period shall, save as otherwise provided in this Agreement, be
1, 2, 3, 6, 9 or 12 months, in each case as the Borrower may, by not less than
three Business Days’ prior notice to the Administrative Agent, select or such
other period as the Lenders may agree, provided that:


 


(a)           if the
Borrower fails to give such notice of selection in relation to an Interest
Period, the duration of that Interest Period shall, subject to the other
provisions of this Clause 8 (Interest on
Advances), be 3 months;


 


(b)           the
first Interest Period relating to each Advance (unless the Administrative Agent
otherwise specifies), shall commence on the Drawdown Date relating to that
Advance and (in each case) shall end on the Consolidation Date; and


 


(c)           any
Interest Period that would otherwise end during the month preceding, or extend
beyond, a Repayment Date shall be of such duration that it shall end on that
Repayment Date.


 


8.3          Consolidation
of Advances


 


(a)           Subject
to paragraph (b) of this Clause 8.3, if 2 or more Interest Periods in respect
of Advances end at the same time, then on the last day of those Interest
Periods, the Advances to which those Interest Periods relate shall be
consolidated into and treated as a single Advance.


 


(b)           No
later than 5 Business Days immediately prior to the Consolidation Date, the
Borrower (in consultation with the Administrative Agent) shall provide a
Consolidation Notice to the Administrative Agent directing:


 


(i)            the
number of Advances which are to remain outstanding from the Consolidation Date
(which shall not exceed 6);


 


35

















 


(ii)           the
Interest Period to be applicable to each such Advance, which shall be 1, 2, 3,
6, 9 or 12 months; and


 


(iii)         the
principal amount of each such Advance.


 


Following
the delivery of a Consolidation Notice in accordance with this Clause 8.3 (with
effect from the Consolidation Date (or such other Business Day as the
Administrative Agent may determine)) the Advances shall be consolidated and the
Interest Periods relating thereto shall be adjusted to reflect the directions
made by the Borrower pursuant to and in accordance with paragraphs (i) to (iii)
above (subject always to Clause 8.2 (Duration)
and the other provisions of this Agreement).


 


8.4          Division
of Advances


 


Subject to the
requirements of Clause 8.2 (Duration)
and without prejudice to Clause 8.3 (Consolidation
of Advances), the Borrower may, by not less than 3 Business Days’
prior notice to the Administrative Agent, direct that any Advance borrowed by
it shall, at the beginning of the next Interest Period relating to it, be
divided into (and thereafter, save as otherwise provided in this Agreement, be
treated in all respects as) 2 or more Advances in such amounts (equal in
aggregate to the Advance being so divided) as shall be specified by the
Borrower in such notice provided that the Borrower shall not be entitled to
make such a direction if:


 


(a)           the
Consolidation Date has not occurred; or


 


(b)           as a
result of so doing, there would be outstanding more than 6 Advances.


 


8.5          Payment
of Interest for Advances


 


On the last
day of each Interest Period (or if such day is not a Business Day, on the
immediately succeeding Business Day in the then current calendar month (if
there is one) or the preceding Business Day (if there is not)) and if the
relevant Interest Period exceeds 3 months, on the expiry of each 3 month period
during that Interest Period (each an “Interest
Payment Date”), the Borrower shall pay accrued interest on the
Advance to which such Interest Period relates.


 


8.6          Interest
Rate for Advances


 


The rate of
interest applicable to an Advance at any time during an Interest Period
relating to it shall be the rate per annum which is the sum of the Margin and
LIBOR.


 


9.             MARKET DISRUPTION
AND ALTERNATIVE INTEREST RATES


 


9.1          Market
Disruption


 


If, in
relation to any Interest Period:


 


(a)           LIBOR
is to be determined by reference to the Reference Banks and at or about
11.00 a.m. on the Quotation Date for such Interest Period, none or only
one of the 


 


36

















 


Reference Banks supplies a rate for the
purpose of determining LIBOR for the relevant period; or


 


(b)           before
the close of business in London on the Quotation Date for such Interest Period,
the Administrative Agent has been notified by a Lender or each of a group of
Lenders to whom in aggregate 35% or more of the relevant Advance is owed (or,
in the case of an undrawn Advance, if made, would be owed) that the cost to it
of obtaining matching deposits for the relevant Advance in the London interbank
market would be in excess of LIBOR,


 


then the
Administrative Agent shall notify the Borrower and the Lenders of such event and,
notwithstanding anything to the contrary in this Agreement, Clause 9.2 (Substitute
Interest Period and Interest Rate) shall apply (if the relevant
Advance is an Advance which is already outstanding).  If either paragraph (a) or (b) applies to a proposed Advance such
Advance shall not be made.


 


9.2          Substitute
Interest Period and Interest Rate


 


(a)           If
paragraph (a) of Clause 9.1 (Market Disruption) applies, the duration
of the relevant Interest Period shall be 1 month or, if less, such that it
shall end on the next succeeding Repayment Date.


 


(b)           If
either paragraph of Clause 9.1 (Market Disruption) applies to an Advance,
the rate of interest applicable to each Lender’s portion of such Advance during
the relevant Interest Period shall (subject to any agreement reached pursuant
to Clause 9.3 (Alternative Rate)) be the rate per annum which is the sum
of:


 


(i)            the
Margin; and


 


(ii)           the
rate per annum notified to the Administrative Agent by such Lender before the
last day of such Interest Period to be that which expresses as a percentage
rate per annum the cost to such Lender of funding from whatever sources it may
select its portion of such Advance during such Interest Period.


 


9.3          Alternative
Rate


 


If:


 


(a)           Clause
9.1 (Market
Disruption) applies; or


 


(b)           by reason
of circumstances affecting the London interbank market during any period of
3 consecutive Business Days, LIBOR is not available to prime banks in the
London interbank market,


 


then, if the
Administrative Agent or the Borrower so requires, the Administrative Agent and
the Borrower shall enter into negotiations with a view to agreeing an
alternative basis:


 


(a)           for
determining the rate of interest from time to time applicable to Advances;
and/or


 


37

















 


(b)           upon
which the Advances may be maintained (whether in dollars or some other
currency) thereafter,


 


and any such
alternative basis that is agreed shall take effect in accordance with its terms
and be binding on each party to this Agreement, provided that the Administrative
Agent may not agree any such alternative basis without the prior consent of
each Lender.


 


10.          COMMISSIONS AND FEES


 


10.1        Commitment
Fee


 


The Borrower
shall, within 2 Business Days following the Termination Date, pay to the
Administrative Agent for the account of each Lender a commitment fee on the
aggregate amount of such Lender’s Available Commitment from day to day during
the period beginning on the date of this Agreement and ending on the
Termination Date, such commitment fee to be calculated at the rate of 0.625%
per annum on such Available Commitment applicable from time to time during that
period.


 


10.2        Other
Fees


 


The Borrower
shall pay to the Administrative Agent the other fees referred to in the Fee
Letters in the amounts and at the times specified therein for distribution (if
applicable) by the Administrative Agent in accordance with such letters.


 


11.          TAXES


 


11.1        Tax
Gross-up


 


(a)           Each
payment made by an Obligor under a Transaction Document shall be made by it
without any Tax Deduction, unless a Tax Deduction is required by Law.


 


(b)           As
soon as it becomes aware that an Obligor is or will be required by Law to make
a Tax Deduction (or that there is any change in the rate at which or the basis
on which such Tax Deduction is to be made) the relevant Obligor shall notify
the Administrative Agent accordingly.


 


(c)           If a
Tax Deduction is required by Law to be made by an Obligor, the amount of the
payment due shall be increased to an amount so that, after the required Tax
Deduction is made, the payee receives an amount equal to the amount it would
have received had no Tax Deduction been required.


 


(d)           If a
Tax Deduction is required by Law to be made by the Administrative Agent or the
Security Trustee from any payment to any Finance Party which represents an
amount or amounts received from an Obligor, that Obligor shall, unless
paragraph (e) below applies, pay directly to that Finance Party an amount
which, after making the required Tax Deduction enables the payee of that amount
to receive an amount equal to the payment which it would have received if no
Tax Deduction had been required.


 


38

















 


(e)           An
Obligor which is required to make a Tax Deduction shall make that Tax Deduction
and any payment required in connection with that Tax Deduction to the relevant
taxing authority within the time allowed and in the minimum amount required by
Law.


 


(f)            Within
30 days of making either a Tax Deduction or any payment required in connection
with that Tax Deduction, the Obligor making that Tax Deduction or other payment
shall deliver to the Administrative Agent for the Finance Party entitled to the
interest to which such Tax Deduction or payment relates, an original receipt or
other evidence which is reasonably satisfactory to that Finance Party that the
Tax Deduction or other payment has been made to the relevant tax authority.


 


11.2        Tax
Indemnity


 


(a)           Subject
to paragraph (b) of this Clause, the Borrower shall (within 3 Business Days of
demand by the Administrative Agent) pay (or procure that the relevant Obligor
pays) for the account of a Protected Party an amount equal to any Tax Liability
which that Protected Party determines will arise or has arisen (directly or
indirectly) in connection with any Finance Document.


 


(b)           Paragraph
(a) of this Clause shall not apply:


 


(i)            with
respect to any Tax Liability of a Protected Party in respect of Tax on Overall
Net Income of that Protected Party; or


 


(ii)           to the
extent that any Tax Liability has been compensated for by an increased payment
or other payment under paragraphs (c) or (d) of Clause 11.1 (Tax Gross-up)
or would have been compensated for by such an increased payment or other
payment, but for the application of paragraph (e) of Clause 11.1 (Tax Gross-up).


 


(c)           A Protected
Party making, or intending to make, a claim pursuant to paragraph (a) of this
Clause shall promptly notify the Administrative Agent of the event which will
give, or has given, rise to the claim, following which the Administrative Agent
shall notify the Borrower.


 


(d)           A
Protected Party shall, on receiving a payment from an Obligor under this
Clause, notify the Administrative Agent.


 


(e)           In
this Clause 11.2:


 


“Tax Liability”  means, in respect of any Protected Party:


 


(i)            any
liability or any increase in the liability of that person to make any payment
of or in respect of tax;


 


(ii)           any
loss of any relief, allowance, deduction or credit in respect of tax which
would otherwise have been available to that person;


 


39

















 


(iii)         any
setting off against income, profits or gains or against any tax liability of
any relief, allowance, deduction or credit in respect of tax which would
otherwise have been available to that person; and


 


(iv)          any
loss or setting off against any tax liability of a right to repayment of tax
which would otherwise have been available to that person.


 


For this
purpose, any question of whether or not any relief, allowance, deduction,
credit or right to repayment of tax has been lost or set off in relation to any
person, and if so, the date on which that loss or set-off took place, shall be
conclusively determined by that person and such determination shall be binding
on the relevant parties to this Agreement.


 


“Tax on Overall Net Income”  means, in relation to a Protected Party,
tax (other than tax deducted or withheld from any payment) imposed on the net
income of that Protected Party by the jurisdiction in which the relevant
Finance Party’s Facility Office or head office is situated.


 


11.3        Tax Credit


 


(a)           If an
Obligor makes a Tax Payment and the relevant Finance Party determines in its
absolute discretion that:


 


(i)            a Tax
Credit is attributable to that Tax Payment; and


 


(ii)           that
Finance Party has obtained, utilised and retained that Tax Credit,


 


the
Finance Party shall (subject to paragraph (b) below and to the extent that such
Finance Party can do so without prejudicing the availability and/or the amount
of the Tax Credit and the right of that Finance Party to obtain any other
benefit, relief or allowance which may be available to it) pay to the Obligor
such amount which that Finance Party determines will leave it (after that
payment) in the same after-tax position as it would have been in had the Tax
Payment not been made by the Obligor.


 


(b)           (i)            Each
Finance Party shall have an absolute discretion as to the time at which and the
order and manner in which it realises or utilises any Tax Credits and shall not
be obliged to arrange its business or its tax affairs in any particular way in
order to be eligible for any credit or refund or similar benefit.


 


(ii)           Without
prejudice to Clause 37 (Taxation and
Structural Matters), no Finance Party shall be obliged to disclose
to any other person any information regarding its business, tax affairs or tax
computations.


 


(iii)         If a
Finance Party has made a payment to an Obligor pursuant to this Clause 11.3 on
account of a Tax Credit and it subsequently transpires that that Finance Party
did not receive that Tax Credit, that Obligor shall, on demand, pay to that
Finance Party the amount which that Finance Party determines will put it (after
that payment is received) in the same after-tax position as it would have been
in had no such payment been made to that Obligor.


 


40

















 


(c)           No
Finance Party shall be obliged to make any payment under this Clause 11.3 if,
by doing so, it would contravene the terms of any applicable Law or any notice,
direction or requirement of any governmental or regulatory authority (whether
or not having the force of law).


 


12.          INCREASED COSTS


 


12.1        Increased
Costs


 


Subject to
Clause 12.3, (Exceptions) the Borrower shall, within 3 Business Days of a
demand by the Administrative Agent, pay for the account of a Finance Party the
amount of any Increased Cost incurred by that Finance Party or any of its
Affiliates as a result (direct or indirect) of:


 


(a)           the
introduction or implementation of or any change in (or in the interpretation,
administration or application of) any Law, regulation, practice or concession
or any directive, requirement, request or guidance (whether or not having the
force of Law) of any central bank, including the European Central Bank, the
Financial Services Authority or any other fiscal, monetary, regulatory or other
authority;


 


(b)           compliance
with any Law, regulation, practice, concession or any such directive,
requirement, request or guidance made after the date of this Agreement; or


 


(c)           the
implementation of economic or monetary union by any Member State which is not
already a Participating Member State.


 


12.2        Increased
Costs Claims


 


(a)           A
Finance Party intending to make a claim pursuant to Clause 12.1 (Increased
Costs) shall notify the Administrative Agent of the event giving
rise to the claim, following which the Administrative Agent shall promptly
notify the Borrower.


 


(b)           Each
Finance Party shall, as soon as practicable after a demand by the
Administrative Agent, provide a certificate confirming the amount of its
Increased Costs.


 


12.3        Exceptions


 


Clause 12.1 (Increased
Costs) does not apply to the extent any Increased Cost is:


 


(a)           attributable
to a Tax Deduction required by Law to be made by an Obligor;


 


(b)           compensated
for by Clause 11.2 (Tax Indemnity) (or would have been
compensated for by Clause 11.2 but was not so compensated solely because Clause
11.2 (b) applied); and


 


(c)           attributable
to the wilful breach by the relevant Finance Party or any of its Affiliates of
any Law or regulation.


 


41

















 


13.          ILLEGALITY


 


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


 


(a)           that
Lender shall promptly notify the Administrative Agent upon becoming aware of
that event;


 


(b)           upon
the Administrative Agent notifying the Borrower, the Available Commitment of
that Lender will immediately be cancelled and its Commitment reduced to zero
and such Lender shall not thereafter be obliged to participate in any Advance;
and


 


(c)           the
Borrower shall repay that Lender’s participation in the Advances made to that
Borrower on the last day of the current Interest Period for each Advance
occurring after the Administrative Agent has notified the Borrower or, if
earlier, the date specified by the Lender in the notice delivered to the
Administrative Agent (being no earlier than the last day of any applicable
grace period permitted by Law) together with accrued interest and all other
amounts owing to that Lender under the Finance Documents.


 


14.          MITIGATION


 


14.1        Mitigation


 


(a)           Each
Finance Party shall, if requested by and in consultation with the Borrower,
take all reasonable steps to mitigate any circumstances which arise and which
would result in any amount becoming payable under, or pursuant to, or cancelled
pursuant to, any of Clause 11 (Taxes), Clause 12 (Increased Costs) or Clause
13 (Illegality)
including (but not limited to) transferring its rights and obligations under
the Finance Documents to another Affiliate or Facility Office.


 


(b)           Paragraph
(a) of this Clause does not in any way limit the obligations of any Obligor
under the Finance Documents.


 


14.2        Limitation
of Liability


 


(a)           The
Borrower shall indemnify each Finance Party for all costs and expenses
reasonably incurred by that Finance Party as a result of steps taken by it
under Clause 14.1 (Mitigation).


 


(b)           A
Finance Party is not obliged to take any steps under Clause 14.1 if, in the
opinion of that Finance Party (acting reasonably), to do so might in any way be
prejudicial to it.


 


15.          REPRESENTATIONS AND
WARRANTIES


 


Each Obligor
(in the case of the Borrower, both in respect of itself and on behalf of each
other member of the Parent Group (if applicable) and in the case of each of the
other Obligors in respect of itself) makes the representations and warranties
set out in this Clause 15 to each Finance Party.


 


42

















 


15.1        Due
Organisation


 


(a)           It is
a corporation duly organised under the laws of its jurisdiction of incorporation
with power to enter into those of the Transaction Documents to which it is
party and to exercise its rights and perform its obligations under them and all
corporate and other action required to authorise its execution of such
Transaction Documents and its performance of its obligations under them has
been duly taken.


 


(b)           It is
duly qualified and is authorised to do business and, in jurisdictions having a
concept of good standing, is in good standing in each jurisdiction where the
ownership, leasing or operation of its property or the conduct of its business
requires such qualifications.


 


15.2        No
Deduction


 


Under the laws
of its jurisdiction of incorporation and/or territories in which it is subject
to taxation in force at the date of this Agreement, it will not be required to
make any deduction for or withholding on account of tax from any payment it may
make under any of the Finance Documents to which it is party.


 


15.3        Claims
Pari Passu


 


Under the laws
of its jurisdiction of incorporation, and, if different, England, in force at
the date of this Agreement, the claims of the Finance Parties against it under
the Finance Documents to which it is party rank and will rank at least pari passu
with the claims of all its unsecured creditors save those whose claims are
preferred by any bankruptcy, insolvency, liquidation or similar laws of general
application.


 


15.4        No
Immunity


 


In any legal
proceedings taken in its jurisdiction of incorporation and, if different,
England in relation to any of the Transaction Documents to which it is party it
will not be entitled to claim for itself or any of its assets immunity from
suit, execution, attachment or other legal process.


 


15.5        Governing
Law, Judgments and Arbitral Awards


 


In any legal
proceedings taken in its jurisdiction of incorporation in relation to any of
the Transaction Documents to which it is party, the choice of law expressed in
such documents to be the governing law of it and any judgment obtained in such
jurisdiction (or arbitral award obtained pursuant to any such Transaction
Document) will be recognised and enforced.


 


15.6        All
Actions Taken


 


All acts,
conditions and things required to be done, fulfilled and performed in order:


 


(a)           to
enable it lawfully to enter into, exercise its rights under and perform and
comply with the obligations expressed to be assumed by it in the Transaction
Documents to which it is party;


 


43

















 


(b)           to
ensure that the obligations expressed to be assumed by it in the Transaction
Documents to which it is party are legal, valid and binding; and


 


(c)           to
make the Transaction Documents to which it is party admissible in evidence in
its jurisdiction of incorporation and, if different, England,


 


have been
done, fulfilled and performed.


 


15.7        No Filing
or Stamp Taxes


 


Under the laws
of its jurisdiction of incorporation and England, in force at the date of this
Agreement, it is not necessary that any of the Transaction Documents to which
it is party be filed, recorded or enrolled with any court or other authority in
such jurisdiction or that any stamp, registration or similar tax be paid on or
in relation to any of them other than those filings which are necessary to
perfect the Encumbrances created pursuant to the Security Documents.


 


15.8        Binding
Obligations


 


The
obligations expressed to be assumed by it in the Transaction Documents to which
it is party, are legal, valid and binding and enforceable against it in
accordance with the terms thereof and no limit on its powers will be exceeded
as a result of the borrowings, grant of security or giving of guarantees
contemplated by such Transaction Documents or the performance by it of any of
its obligations thereunder.


 


15.9        No
Winding-up


 


No member of
the Parent Group has taken any corporate action nor have any other steps been
taken or legal proceedings been started or (to the best of its knowledge and
belief) threatened against any member of the Parent Group, for its winding-up,
dissolution, administration or re-organisation or for the appointment of a
receiver, administrator, administrative receiver, conservator, custodian,
trustee or similar officer of it or of any or all of its assets or revenues.


 


15.10      Solvency


 


(a)           No
member of the Parent Group is unable, or admits or has admitted its inability,
to pay its debts or has suspended making payments on any of its debts.


 


(b)           No
member of the Parent Group by reason of actual or anticipated financial
difficulties has commenced, or intends to commence, negotiations with one or
more of its creditors with a view to rescheduling any of its indebtedness.


 


(c)           The
value of the assets of each member of the Parent Group is not less than its
liabilities (taking into account contingent and prospective liabilities).


 


(d)           No
moratorium has been, or may, in the reasonably foreseeable future be, declared
in respect of any indebtedness of any member of the Parent Group.


 


44

















 


15.11      No Default


 


(a)           No
Default is continuing or might reasonably be expected to result from the making
of any Advance.


 


(b)           No
other event or circumstance is outstanding or has occurred which constitutes or
may (with the passage of time, the giving of notice, the making of any
determination or any combination of the foregoing) constitute a default under
any agreement or instrument which is binding on it or any of its Subsidiaries
or to which its (or its Subsidiaries’) assets are subject which might have a
Material Adverse Effect.


 


15.12      No Material
Proceedings


 


(a)           No
litigation, investigation, arbitration, action or administrative proceeding
(including proceedings relating to any alleged or actual breach of the ISM
Code) of or before any court, arbitral body, or agency (private, governmental
or otherwise):


 


(i)            relating
to this Agreement, any document executed in connection herewith or otherwise in
relation to the Transaction; or


 


(ii)           which
(in the opinion of the Administrative Agent or an Instructing Group) has or
could reasonably be expected to have a Material Adverse Effect,


 


has
been started or, to the best of its knowledge, is threatened or is pending
against it, or any member of the Group.


 


(b)           Without
prejudice to the foregoing paragraph (a), no judgement, order, injunction or
other restraint (excluding for the avoidance of doubt any provision of the
Transaction Documents) has been imposed or declared, or has otherwise arisen in
relation to the Transaction which might cause a Material Adverse Effect, except
to extent permitted under Clause 24.10 (Judgment).


 


(c)           No
labour disputes are current or, to the best of its knowledge, threatened
against it or any member of the Group, which would or might have a Material
Adverse Effect.


 


15.13      Original
Financial Statements


 


The Original
Financial Statements were prepared in accordance with GAAP and consistently
applied (unless and to the extent expressly disclosed to the Administrative
Agent in writing to the contrary before the date of this Agreement) and
(excluding the Projections and any Additional Projections) fairly represent the
financial position of the Borrower as at the dates for which they were prepared
and/or (as appropriate) the results of operations and changes in financial
position during the period for which they were prepared.


 


15.14      No Material
Adverse Effect


 


Since the
delivery of the Original Financial Statements pursuant to this Agreement, no
event or series of events has occurred having a Material Adverse Effect.


 


45

















 


15.15      No
Undisclosed Liabilities


 


As at the date
as of which the Original Financial Statements were prepared, it does not have
any liabilities (contingent or otherwise) which were not disclosed thereby (or
by the notes thereto) or reserved against therein and it has no unrealised or
anticipated losses arising from commitments entered into by it which were not
so disclosed or reserved against.


 


15.16      Projections,
Reports and Annual Budgets


 


In the case of
the Borrower:


 


(a)           to the
best of its knowledge and belief having made all reasonable and proper
enquiries, all statements of fact relating to the assets, financial condition
and operations of the Group and each of the Collateral Vessel Owners and
Collateral Vessels contained in each of the Projections, the Reports and the
Annual Budgets (if any) is true, complete and accurate in all material respects
as at their respective dates;


 


(b)           the
opinions and views (if any) expressed in each of the Projections, the Reports
and the Annual Budgets (if any) by the Borrower represent the honestly held
opinions and views of the Borrower and were arrived at after careful
consideration and were based on reasonable grounds as at their respective
dates;


 


(c)           all
projections and forecasts (if any) contained in each of the Projections, the
Reports and the Annual Budgets (if any) made by the Borrower are based upon
assumptions (including, without limitation, assumptions as to the future
performance of the business, inflation, price increases and efficiency gains)
which the Borrower has carefully considered and considers to be fair and reasonable
as at their respective dates; and


 


(d)           none
of the Reports, the Projections or Annual Budgets (if any) omitted to disclose
or take into account any matter known to the Borrower after due and careful
enquiry where failure to disclose or take into account such matter would result
in the Reports, the Projections or the Annual Budgets (as applicable) or any
information or projection contained therein being misleading in any material
respect as at the date thereof and which might, if disclosed, adversely affect
the decision of a person considering whether to provide finance in relation to
the Transaction.


 


15.17      Indebtedness
and Encumbrances


 


(a)           Save
as permitted under Clause 22.3 (Financial Indebtedness) and excluding any
other Indebtedness to be discharged in accordance with Clause 4.1(e)(i) (Conditions to Drawdown) (but including any
such Indebtedness not discharged in accordance with such Clause), neither it
nor any member of the Group has incurred any Indebtedness.


 


(b)           Save
as permitted under Clause 22.1 (Negative Pledge), no Encumbrance exists
over all or any of the present or future revenues or assets of any member of
the Group.


 


46

















 


15.18      Transaction
Documents


 


(a)           Its
execution of the Transaction Documents to which it is party and its exercise of
its rights and performance of its obligations thereunder do not and will not:


 


(i)            conflict
with any agreement, mortgage, bond or other instrument or treaty which is
binding upon it, any Subsidiary or any of the assets of any Subsidiary or,
except as provided in the Security Documents, result in a requirement for the
creation of any Encumbrance over any such asset, in each case, in any way;


 


(ii)           conflict
with any of the provisions of the documents relating to its constitution; or


 


(iii)         conflict
with any applicable law, regulation or official or judicial order.


 


(b)           The
Transaction Documents (or part thereof) constitute the entire agreement between
the Parent and the Group in relation to the Transaction.


 


15.19      Structure


 


(a)           The
Group Structure Chart (x) is a complete and accurate representation of the
structure of the Parent, the Group, the Charterer and the Manager (subject to
any transfer or issuance in respect of the share capital of the Borrower
pursuant to any Permitted Listing or Permitted Capital Payment, any disposal or
acquisition of an entity by a member of the Group in accordance with Clause
22.7 (Disposals) or Clause 22.17
(Acquisitions and Investments)
respectively (including the incorporation or acquisition of a Subsidiary
(whether or not being an Additional Vessel Owner or Substitute Vessel Owner at
such time) by the Borrower for the purposes of any Additional Acquisition or
the substitution of an existing Collateral Vessel Owner, in either case, to be
made in accordance with this Agreement), or any variation otherwise expressly
permitted pursuant to the Finance Documents) and (y) in relation to each
Collateral Vessel Owner, shows the Collateral Vessel owned by such Collateral
Vessel Owner or to be acquired pursuant to the Transaction.  From time to time upon request of the
Administrative Agent, the Borrower shall promptly deliver to the Administrative
Agent a revised structure chart in the form of the Group Structure Chart, as
amended in order to accurately reflect the structure of the Group at such time.


 


(b)           Each
Guarantor (excluding any Additional Vessel Owner partially owned by the Group
in accordance with this Agreement) is a wholly-owned Subsidiary of the Borrower
and (subject to any Permitted Listing or other transfer or (if applicable)
issue of share capital in the Borrower in accordance with this Agreement) the
Borrower is a wholly-owned Subsidiary of the Parent.


 


(c)           In the
case of the Borrower, it is a Holding Company and, save as contemplated by the
Transaction Documents, the Borrower has not traded or undertaken any commercial
activities of any kind and has no liabilities or obligations (actual or
contingent) except to the extent contemplated under the Finance Documents.


 


47

















 


15.20      Environmental
Matters


 


(a)           It
has:


 


(i)            complied
with all Environmental Laws to which it may be subject;


 


(ii)           obtained
all Environmental Licences required or desirable in connection with its
business; and


 


(iii)         complied
with the terms of all such Environmental Licences,


 


in
each case, where failure to do so would or might have a Material Adverse
Effect.


 


(b)           There
is no Environmental Claim pending or threatened against it, and to the best of
its knowledge and belief there are no past or present acts, omissions, events
or circumstances which could form the basis of any Environmental Claim against
it, which has or may have a Material Adverse Effect.


 


(c)           No:


 


(i)            property
currently or previously owned, leased, occupied or controlled by it is
contaminated with any Environmentally Sensitive Material; and


 


(ii)           discharge,
release, leaking, migration or escape of any Environmentally Sensitive Material
into the Environment has occurred or is occurring on, under or from that
property,


 


in
each case, in circumstances where the same would or might have a Material
Adverse Effect.


 


15.21      Necessary
Authorisations


 


The Necessary
Authorisations required by it, are in full force and effect, and it is in
compliance with the material provisions of each such Necessary Authorisation
relating to it and, to the best of its knowledge, none of the Necessary
Authorisations relating to it are the subject of any pending or threatened
proceedings or revocation.


 


15.22      Intellectual
Property


 


(a)           The
Intellectual Property Rights owned by or licensed to it are all the material
Intellectual Property Rights required by it in order to carry out, maintain and
operate its business, properties and assets, and so far as it is aware, it does
not infringe, in any way any Intellectual Property Rights of any third party
save, in each case, where the failure to own or license the relevant
Intellectual Property Rights or any infringement thereof will not have a
Material Adverse Effect.


 


(b)           So far
as it is aware, it and each of its Subsidiaries has taken all reasonable formal
and procedural actions (including payment of fees) required to maintain any
registered 


 


48

















 


Intellectual Property Rights owned by it,
which are material in the context of the Group Business or which are required
by it (or such Subsidiary) in order for it (or such Subsidiary) to carry on its
(or such Subsidiary’s) business in all material respects and such formal and
procedural actions are in full force and effect.


 


15.23      Ownership
of Assets


 


Save to the
extent disposed of without breaching the terms of any of the Finance Documents
with effect from and after the date of this Agreement, it and each of its
Subsidiaries has good title to or valid leases or licences of or is otherwise
entitled to use and permit other members of the Group to use all assets
necessary to conduct the Group Business taken as a whole as it is conducted at
the date of this Agreement.


 


15.24      Payment of
Taxes


 


It:


 


(a)           has
paid all taxes imposed upon it or its assets within the time period allowed
therefor without incurring tax penalties or creating any Encumbrance;


 


(b)           is not
overdue in the filing of any tax returns; and


 


(c)           has no
claims which are being, or are reasonably likely to be, asserted against it
with respect to taxes which might have a Material Adverse Effect,


 


save to the
extent it can demonstrate to the satisfaction of the Administrative Agent that
the same are being contested in good faith on the basis of appropriate
professional advice.


 


15.25      Security
Documents


 


It is the
legal and beneficial owner of all assets and other property which it purports
to charge, mortgage, pledge, assign or otherwise secure pursuant to each
Security Document and those Security Documents to which it is a party create
and give rise to valid and effective Encumbrances of the nature and having the
ranking expressed in those Security Documents.


 


15.26      Insurance


 


Each member of
the Group is adequately insured in full compliance with the provisions of
Clause 18 (Insurance).


 


15.27      Private
& Commercial Acts


 


Its execution
of the Finance Documents to which it is party constitutes, and its exercise of
its rights and performance of its obligations under this Agreement will
constitute, private and commercial acts done and performed for private and
commercial purposes.


 


15.28      Centre of
Main Interests


 


Its Centre of
Main Interests is Bermuda.


 


49

















 


15.29      EC
Regulation


 


On the date of
this Agreement and on each day on which the Finance Documents (or any of them)
are in force and/or any amount due and payable thereunder remains unpaid, in
relation to the drawdown by the Borrower of each of the Advances, the
performance and discharge of its obligations and liabilities under this
Agreement or any of the other Finance Documents and the transactions and other
arrangements effected or contemplated hereby or thereby, it is acting for its
own account and the foregoing will not involve or lead to a contravention of
any law, official requirement or other regulatory measure or procedure which
has been implemented to combat “money laundering” (as defined in Article 1 of
the Directive (91/308/EEC) of the Council of the European Communities).


 


15.30      Financial
Assistance


 


All payments
and provision of guarantees, security and other assistance by and/or between
members of the Parent Group made under the Transaction Documents have been and
will be made in compliance with applicable local laws and regulations
concerning financial assistance by a company for the acquisition of or
subscription for its own shares or the shares of its parent or any other
company (including Isle of Man law, in respect of the execution of the Finance
Documents by each of Oscilla Shipping Limited and Golden Current Limited and
the performance of their respective obligations thereunder (and the payment of
the Purchase Price in relation to such Collateral Vessel Owners)).


 


15.31      Repetition


 


Except as
otherwise indicated, each of the representations in this Clause 15 (Representations and Warranties) is deemed
to be made by each Obligor making such representation on the date of this
Agreement in relation to itself and by the Borrower in relation to itself and
the other members of the Parent Group (if applicable) by reference to the facts
and circumstances then existing on:


 


(a)           each
Drawdown Date and on the first day of each Interest Period; and


 


(b)           in the
case of any Acceding Guarantor on the day the same becomes (or if earlier, is
required to have become) an Acceding Guarantor.


 


16.          FINANCIAL INFORMATION


 


16.1        Financial
Statements


 


The Borrower
shall provide to the Administrative Agent in sufficient copies for all the
Lenders as soon as the same become available, but in any event within
180 days after the end of each of its or the Parent Group’s financial
years (as applicable), the audited consolidated financial statements for such
financial year (in respect of the Group and the Parent Group), in each case,
audited by an internationally recognised firm of independent auditors licensed
to practise in the jurisdiction of incorporation of the Parent and the
Borrower, and accompanied by the related auditor’s report (and as soon as they
become available but in any event within 60 days after the 


 


50

















 


end of each
Financial Quarter, unaudited consolidated quarterly financial statements of the
Group and the Parent Group, in each case, relating to such Financial Quarter).


 


16.2        Annual
Budget


 


On the first
Business Day following the commencement of each financial year of the Borrower
commencing 2005, the Borrower shall deliver to the Administrative Agent in form
and substance satisfactory to it a budget (including inter alia a profit and loss account, balance sheet and cash
flow projection) (an “Annual Budget”)
in respect of the Group for such financial year.


 


16.3        Other
Information


 


(a)           The
Borrower shall and shall procure that each of the other members of the Parent
Group shall from time to time promptly on the request of the Administrative
Agent, provide the Administrative Agent with such information about the Group
Business and financial condition of the Parent Group or any member of the
Parent Group (including such member’s business, where applicable) as the Administrative
Agent may require (including in relation to the corporate and capital structure
of the Group, any member of the Group, the Parent, the Charterer or the
Manager).


 


(b)           Promptly
upon the Administrative Agent’s request, the Borrower shall supply, or procure
the supply of, such documentation and other evidence as is reasonably requested
by the Administrative Agent in order for the Administrative Agent to carry out
and be satisfied with the results of all necessary “know your client” or other
checks in relation to the identity of any person, that it is required to carry
out in relation to the transactions contemplated by the Finance Documents.


 


16.4        Compliance
Certificates


 


(a)           The
Borrower shall ensure that each set of financial statements delivered by it
pursuant to Clause 16.1 (Financial Statements) or otherwise
pursuant to this Agreement is accompanied by a Compliance Certificate signed by
its chief financial officer confirming compliance with the financial covenants
set out in Clause 17 (Financial Condition) (in the case of any
financial statements of the Group) and Clause 9.5(a) of the Deed of Undertaking
(in the case of any financial statements of the Parent Group) and (in each
case) the absence of any Default as at the end of such financial year or Financial
Quarter (as the case may be) to which such financial statements relate.


 


(b)           Without
prejudice to Clause 21.13 (Access to Records),
if, in the reasonable opinion of an Instructing Group, a breach of any
provision of Clause 17 (Financial Condition) or Clause 9.5(a) of
the Deed of Undertaking has occurred or is reasonably likely to occur, the
Administrative Agent shall be entitled to (i) call for a full independent audit
and investigation of the financial position of any member of the Parent Group at
the Borrower’s expense and (ii) have access, together with its accountants and
other professional advisers (with or without prior notice), during normal
business hours, to the assets, books and records of any member of the Parent
Group and to inspect the same.


 


51

















 


16.5        Notifications


 


The Borrower
shall furnish or procure that there shall be furnished to the Administrative
Agent:


 


(a)           promptly,
documents required to be despatched by the Borrower, the Manager, the Charterer
or any other member of the Parent Group (other than the Parent) to the Parent
or any other person being a shareholder of the Borrower, the Manager, the
Charterer or such member of the Parent Group (as the case may be) from time to
time in their capacity as shareholder and all documents relating to the
financial obligations of any Obligor, the Manager, the Charterer or such member
of the Parent Group (as the case may be) despatched by or on behalf of such
person to its creditors generally (in their capacity as creditors) (including,
without limitation, any notifications or documents relating to any Finance
Document or Senior Note Document);


 


(b)           promptly,
such further information regarding any Collateral Vessel, its Earnings or
Insurances or the financial condition, business and operations of any member of
the Parent Group as any Finance Party (through the Administrative Agent) may
reasonably request;


 


(c)           as
soon as the same are instituted or, to its knowledge, threatened, details of
any litigation, arbitration or administrative proceedings involving any member
of the Parent Group (including proceedings relating to any alleged or actual
breach of the ISM Code) which, if adversely determined, would or might have a
Material Adverse Effect;


 


(d)           written
details of any Default forthwith upon becoming aware of the same and of all
remedial steps being taken and proposed to be taken in respect of that Default;
and


 


(e)           promptly
upon receipt of a request by the Administrative Agent, a certificate signed by
a director or its chief financial officer on its behalf certifying that no
Default is continuing (or if a Default is continuing, specifying such Default
and the steps, if any, being taken to remedy the same).


 


17.          FINANCIAL CONDITION


 


17.1        Financial
Condition


 


At all times
(or as otherwise stated), the financial condition of the Group, as evidenced by
the financial statements provided pursuant to Clause 16.1 (Financial Statements) shall
be such that:


 


(a)           Minimum Liquidity


 


Free and
available Cash in respect of the Group shall be at least $25,000,000.


 


(b)           Minimum Working Capital


 


Consolidated
Working Capital on the last day of each Financial Quarter of the Borrower shall
be no less than zero.


 


52

















 


(c)           Minimum Equity Ratio


 


The Equity
Ratio on the last day of each Financial Quarter of the Borrower shall be at
least 20%.


 


17.2        Calculation
on Pro Forma Basis


 


All
calculations of the financial covenants set out in Clause 17.1 (Financial Condition) and the financial
definitions used in this Agreement shall be made on a pro forma basis giving
effect to all material acquisitions and/or dispositions made during the
relevant period of calculation based on the actual historical financial results
of the items being acquired or disposed of.


 


18.          INSURANCE


 


18.1        Definitions


 


In this Clause
18 (Insurance):


 


“excess risks” means, in relation to any
Collateral Vessel, the proportion of claims for general average, salvage and
salvage charges not recoverable under the hull and machinery policies in
respect of that Collateral Vessel in consequence of its insured value being
less than the value at which that Collateral Vessel is assessed for the purpose
of such claims;


 


“obligatory insurances” means, in relation
to any Collateral Vessel, all insurances effected, or which the Guarantor which
owns that Collateral Vessel is obliged to effect, under this Clause 18 (Insurance) or any other provision of this
Agreement or of another Finance Document;


 


“policy”, in relation to any insurance,
includes a slip, cover note, certificate of entry or other document evidencing
the contract of insurance or its terms;


 


“protection and indemnity risks” means the
usual risks covered by a member of the International Group of Protection and
Indemnity Associations, including pollution risks and the proportion (if any)
of any sums payable to any other person or persons in case of collision which
are not recoverable under the hull and machinery policies entered into pursuant
to Clause 18.2(a) (Maintenance of Obligatory
Insurances) by reason of the incorporation into them of clause 8 of
the Institute Time Clauses (Hulls)(1/10/83) or (1/11/1995) or the Institute
Amended Running Down Clause (1/10/71) or any equivalent provision; and


 


“war risks” 
includes the risk of mines and all risks excluded from hull and
machinery marine risk policies (entered into pursuant to Clause 18.2(a) (Maintenance of Obligatory Insurances)) by
clause 23 of the Institute Time Clauses (Hulls)(1/10/83) or clause 24 of the
Institute Time Clauses (Hulls) (1/11/1995) or any equivalent provision.


 


18.2        Maintenance
of Obligatory Insurances


 


Each Guarantor
shall (and the Borrower shall procure that each Guarantor shall) keep the
Collateral Vessel owned by it insured at its own expense against:


 


(a)           fire
and usual marine risks (including hull and machinery and excess risks);


 


53

















 


(b)           war
risks (with terrorism and war protection and indemnity risks);


 


(c)           protection
and indemnity risks; and


 


(d)           any
other risks against which the Security Trustee considers, having regard to
practices and other circumstances prevailing at the relevant time, it would be
reasonable for each Guarantor to insure and which are specified by the Security
Trustee by notice to that Guarantor or the Borrower.


 


18.3        Terms of
Obligatory Insurances


 


Each Guarantor
shall (and the Borrower shall procure that each Guarantor shall) effect such
insurances:


 


(a)           in
dollars;


 


(b)           in
respect of the Collateral Vessels, in the case of fire and usual marine risks
and war risks, in an amount (calculated on an agreed value basis) equal to at
least (i) 110% of the Applicable Outstanding Amount relating to such Collateral
Vessel, or if greater (ii) the Individual Collateral Value of such Collateral
Vessel; and


 


(c)           in the
case of protection and indemnity cover, including pollution liability risks,
for an aggregate amount equal to the highest amount in respect of which cover
is ordinarily available from protection and indemnity associations which are
members of the International Group of Protection and Indemnity Associations and
in the international marine insurance market;


 


(d)           in
relation to protection and indemnity risks in respect of the Collateral
Vessel’s full tonnage;


 


(e)           on
terms approved by the Security Trustee; and


 


(f)            through
approved brokers and with approved insurance companies; and/or


 


(g)           underwriters
or, in the case of war risks and protection and indemnity risks, in approved
war risks and protection and indemnity risks associations.


 


18.4        Further
Protection for Finance Parties


 


In addition to
the terms set out in Clause 18.3 (Terms of
Obligatory Insurances), each Guarantor shall (and the Borrower shall
procure that each Guarantor shall) procure that the obligatory insurances
effected by it shall:


 


(a)           whenever
the Security Trustee requires, other than the obligatory insurances in respect
of protection and indemnity risks, name (or be amended to name) the Security
Trustee as additional named assured for its rights and interests, warranted no
operational interest and with full waiver of rights of subrogation against the
Security Trustee, but without the 


 


54

















 


Security Trustee thereby being liable to pay
(but having the right to pay) premiums, calls or other assessments in respect
of such insurance;


 


(b)           name
(or be amended to name) the Security Trustee as a joint assured in respect of
protection and indemnity risks (but without, as between the Security Trustee
and the Guarantor, liability on the part of the Security Trustee for  premiums, calls or
contributions);


 


(c)           in the
case of the obligatory insurances in respect of marine risks and war risks, be
endorsed by way of a loss payable clause in the relevant form set out in the
relevant Security Document;


 


(d)           in the
case of the obligatory insurances in respect of protection and indemnity risks
provide for moneys payable thereunder to be paid in accordance with a loss
payable clause in the relevant form set out in the relevant Security Document,
and in any case in reimbursement of the assured which has settled the liability
to which the relevant claim relates or, if so agreed by the relevant insurers,
to be paid directly to the person to whom the liability was incurred in respect
of which the relevant money was paid.


 


(e)           provide
that all payments by or on behalf of the insurers under the obligatory
insurances to the Security Trustee shall be made without set off, counterclaim
or deductions or condition whatsoever;


 


(f)            provide
that such obligatory insurances shall be primary without right of contribution
from other insurances which may be carried by the Security Trustee or any other
Finance Party; and


 


(g)           provide
that the Security Trustee may make proof of loss if the Guarantor concerned
fails to do so.


 


18.5        Renewal of Obligatory Insurances


 


Each Guarantor
shall (and the Borrower shall procure that each Guarantor shall):


 


(a)           at
least 21 days before the expiry of any obligatory insurance effected by it:


 


(i)            notify
the Security Trustee of the brokers (or other insurers) and any protection and
indemnity or war risks association through or with which that Guarantor
proposes to renew that obligatory insurance and of the proposed terms of
renewal; and


 


(ii)           obtain
the Security Trustee’s approval to the matters referred to in paragraph (a) (i)
above;


 


(b)           at
least 14 days before the expiry of any obligatory insurance effected by it,
renew that obligatory insurance in accordance with the Security Trustee’s
approval pursuant to paragraph (a) above; and


 


55

















 


(c)           procure
that the approved brokers and/or the approved war risks and protection and
indemnity associations with which such a renewal is effected and promptly after
the renewal notify the Security Trustee in writing of the renewal and provide
copies of terms and conditions of the renewal.


 


18.6        Copies of Policies and Letters of Undertaking


 


Each Guarantor
shall (and the Borrower shall procure that each Guarantor shall) ensure that
all approved brokers (i) provide the Security Trustee with pro forma copies of
all policies relating to the obligatory insurances which they are to effect or
renew and of a letter or letters of undertaking in the form customarily
provided by the relevant broker or hull and/or war underwriters acceptable to
the Security Trustee and (ii) in the case of any Guarantor being a Collateral
Vessel Owner, undertake to the Security Trustee and the Administrative Agent
that they will:


 


(a)           endorse
on each policy, immediately upon issue, a loss payable clause and a notice of
assignment complying with the provisions of Clause 18.4 (Further Protection for Finance Parties);


 


(b)           hold
such policies, and the benefit of such insurances, to the order of the Security
Trustee in accordance with such loss payable clause;


 


(c)           advise
the Security Trustee immediately of any material change to the terms of the
obligatory insurances and/or any non-payment by the relevant Guarantor of any
premiums or other sums;


 


(d)           notify
the Security Trustee, not less than 14 days before the expiry of the obligatory
insurances, in the event of their not having received notice of renewal
instructions from that Guarantor or its agents and, in the event of their
receiving instructions to renew, they will promptly notify the Security Trustee
of the terms of the instructions; and


 


(e)           not
set off against any sum recoverable in respect of a claim relating to the
Collateral Vessel owned by that Guarantor under such obligatory insurances any
premiums or other amounts due to them or any other person whether in respect of
that Collateral Vessel or otherwise, they waive any lien on the policies, or
any sums received under them, which they might have in respect of such premiums
or other amounts and they will not cancel such obligatory insurances by reason
of non payment of such premiums or other amounts, and will arrange for a
separate policy to be issued in respect of that Collateral Vessel forthwith
upon being so requested by the Security Trustee.


 


18.7        Copies of Certificates of Entry


 


Each Guarantor
shall (and the Borrower shall procure that each Guarantor shall) ensure that
any protection and indemnity and/or war risks associations in which the
Collateral Vessel owned by it is entered, provides the Security Trustee with:


 


(a)           a certified
copy of the certificate of entry for that Collateral Vessel;


 


56

















 


(b)           in the
case of a Collateral Vessel, a letter or letters of undertaking in the form
customarily provided by the relevant protection and indemnity club acceptable
to the Security Trustee; and


 


(c)           a
certified copy of each certificate of financial responsibility for pollution by
oil or other Environmentally Sensitive Material issued by the relevant
certifying authority in relation to such Collateral Vessel.


 


18.8        Deposit of Original Policies


 


Each Guarantor
shall (and the Borrower shall procure that each Guarantor shall) ensure that
all original slips, cover notes, certificates of entry, policies and other
instruments of insurance relating to obligatory insurances effected by it from
time to time are deposited in accordance with market practice with the approved
brokers through which the insurances are effected or renewed.


 


18.9        Payment
of Premiums


 


Each Guarantor
shall (and the Borrower shall procure that each Guarantor shall) punctually pay
all premiums, calls, contributions, or other sums payable in respect of the
obligatory insurances effected by it and produce all relevant receipts when so
required by the Administrative Agent or the Security Trustee.


 


18.10      Required
Guarantees


 


Each Guarantor
shall (and the Borrower shall procure that each Guarantor shall) ensure that
any guarantees and/or indemnities required by a protection and indemnity or war
risks association from time to time are promptly issued, executed and delivered
and remain in full force and effect.


 


18.11      Compliance
with Terms of Insurances


 


No Guarantor
shall (and the Borrower shall procure that no Guarantor shall) do (or permit to
be done) or omit to do any act or thing which would or might enable
cancellation of any obligatory insurance or render any obligatory insurance
invalid, void, voidable or unenforceable or render any sum paid under any
obligatory insurance repayable in whole or in part and in particular:


 


(a)           each
Guarantor shall take all necessary action and comply with all requirements
which may from time to time be applicable to the obligatory insurances, and
(without limiting the obligation contained in paragraph (c) of Clause 18.6 (Copies of Policies and Letters of Undertaking))
ensure that the obligatory insurances are not made subject to any exclusions or
qualifications to which the Security Trustee has not given its prior written
approval;


 


(b)           no
Guarantor shall make any changes relating to the classification or
classification society or manager or operator of the Collateral Vessel owned by
it except as approved by the underwriters of the obligatory insurances and the
Administrative Agent;


 


57

















 


(c)           each
Guarantor shall (and the Borrower shall procure that each Guarantor shall) make
all quarterly or other voyage declarations which may be required by the
protection and indemnity risks association in which the Collateral Vessel owned
by it is entered to maintain cover for trading to the United States of America
and Exclusive Economic Zone (as defined in the United States Oil Pollution Act
1990 or any other applicable legislation);


 


(d)           no
Guarantor shall (and the Borrower shall procure that no Guarantor shall) do any
act or voluntarily suffer or permit any act to be done whereby any obligatory
insurances shall or may be suspended or avoided and no Guarantor shall (and the
Borrower shall procure that no Guarantor shall) employ the Collateral Vessel
owned by it, nor allow it to be employed, otherwise than in conformity with the
terms and conditions of the obligatory insurances, without first obtaining the
consent of the relevant insurers and complying with any requirements (as to
extra premium or otherwise) which such insurers specify; and


 


(e)           each
Guarantor shall (and the Borrower shall procure that each Guarantor shall)
procure that all amounts payable under the obligatory insurances are paid in
accordance with the relevant loss payable clause.


 


18.12      Alteration
to Terms of Insurances


 


No Guarantor
shall (and the Borrower shall procure that no Guarantor shall) either make or
agree to any alteration to the terms of any obligatory insurance nor waive any
right relating to any obligatory insurance.


 


18.13      Settlement
of Claims


 


No Guarantor
shall (and the Borrower shall procure that no Guarantor shall) without the
prior written consent of the Security Trustee settle, compromise, abandon any
claim, give notice of abandonment of a Collateral Vessel and/or claim a
constructive Total Loss under any obligatory insurance for Total Loss or for a
Major Casualty, and each Guarantor shall (and the Borrower shall procure that
each Guarantor shall) do all things necessary and provide all documents,
evidence and information to enable the Security Trustee to collect or recover
any moneys which at any time become payable in respect of the obligatory
insurances.


 


18.14      Provision
of Insurance Information


 


Each Guarantor
shall (and the Borrower shall procure that each Guarantor shall) promptly
provide the Security Trustee (or any persons which it may designate) with any
information which the Security Trustee (or any such designated person) requests
for the purpose of:


 


(a)           obtaining
or preparing any report from an independent marine insurance broker as to the
adequacy of the obligatory insurances effected or proposed to be effected;
and/or


 


(b)           effecting,
maintaining or renewing such insurances as are referred to in Clause 18.15 Mortgagee’s Interest Insurance Additional Perils
Insurances) or dealing with or considering any matters relating to
any such insurances,


 


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and each
Guarantor shall (and the Borrower shall procure that each Guarantor shall),
forthwith upon demand, indemnify the Security Trustee in respect of all fees
and other expenses incurred by or for the account of the Security Trustee in
connection with any such report as is referred to in paragraph (a) above.


 


18.15      Mortgagee’s
Interest Insurance Additional Perils (Pollution)


 


The Security
Trustee shall be entitled from time to time to effect, maintain and renew a
mortgagee’s interest insurance additional perils insurance policy in such
amounts, on such terms, through such insurers and generally in such manner as
the Security Trustee may from time to time consider appropriate and the
Borrower shall upon demand fully indemnify the Security Trustee in respect of
all premiums and other expenses which are incurred in connection with or with a
view to effecting, maintaining or renewing any such insurance or dealing with,
or considering, any matter arising out of any such insurance.


 


18.16      Bareboat
Charter Insurance


 


In respect of
any Collateral Vessel being subject to a Relevant Bareboat Charter or other
demise charter, the Guarantor which is the owner of that Collateral Vessel
shall (and the Borrower shall procure that such Guarantor shall):


 


(a)           require,
in a manner satisfactory to the Security Trustee, that the bareboat charterer
of that Collateral Vessel comply in all respects with the provisions of this
Clause 18 (Insurance) in respect
of the Insurances relating to that Collateral Vessel; and


 


(b)           require
that such bareboat charterer assign to the Security Trustee all of its rights
title and interest in and to the Insurances relating to that Collateral Vessel
upon terms satisfactory to the Security Trustee.


 


18.17      Changes to
Insurances


 


If following a
review of the Insurances relating to any Collateral Vessel, the Security
Trustee determines that such Insurances are inadequate to protect the Finance
Parties’ interest in the Collateral Vessel by reason of changes to the
insurance market (other than changes permitted by this Clause 18 (Insurance)) having regard to comparable
insurances effected by owners and operators of vessels of a similar type and
age to the relevant Collateral Vessel, the Security Trustee may by notice to
the Guarantor require the Guarantor to promptly take such actions as in the
reasonable opinion of the Security Trustee are necessary to remedy such
inadequacies, in which case, the relevant Guarantor shall at its own cost
procure that such actions are taken accordingly and promptly.


 


19.          COLLATERAL VESSELS


 


19.1        Collateral
Vessels’ Names and Registration


 


Each Guarantor
shall (and the Borrower shall procure that each Guarantor shall):


 


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(a)           not
change the registered name or flag of any Collateral Vessel other than, in each
case, with the prior consent of the Administrative Agent (such consent not to
be unreasonably withheld) provided that:


 


(i)            in
relation to any Collateral Vessel currently flagged at the Norwegian
International Ship Register or in Singapore, such Collateral Vessel may be
changed to a Marshall Island  flag;


 


(ii)           prior
to or immediately upon any change to the existing name or flag of a Collateral
Vessel, the Borrower shall provide to the Administrative Agent such security
and subordination documents and as soon as practicable thereafter, such other
documents, in each case, as the Administrative Agent may require in connection
with such change of name or flag; and


 


(iii)         notwithstanding
the foregoing paragraph (a)(i) of this Clause 19.1, on or after 31 December
2004, any change to a flag or name of a Collateral Vessel shall require the
prior consent of an Instructing Group;


 


(b)           not do
or allow to be done anything as a result of which such registration might be
cancelled or imperilled; and


 


(c)           at its cost and expense, ensure that the
interest of the Finance Parties in the Collateral Vessel is duly noted or reported
to the maximum extent permitted by applicable law with the registry where such
Collateral Vessel is registered.


 


19.2        Repair
and Classification


 


Each Guarantor
shall (and the Borrower shall procure that each Guarantor shall) keep and
maintain at its own expense the Collateral Vessel owned by it in a seaworthy
condition, in good running order and repair and in a good and safe condition:


 


(a)           consistent
with first class ship ownership and management practice;


 


(b)           so as
to maintain that Collateral Vessel’s present class (in accordance with Clause
18.11 (b) (Compliance with Terms of
Insurances)) with its present classification society, free of
overdue recommendations and conditions affecting that Collateral Vessel’s
class; and


 


(c)           so as
to comply, at all times, with all laws and regulations applicable in the
jurisdiction in which it is registered or to vessels trading to any
jurisdiction to which that Collateral Vessel may trade from time to time,
including but not limited to the ISM Code and take all such action as is
necessary to ensure that each Guarantor receives certification of compliance
with such Code.


 


19.3        Classification
Society Undertaking


 


Each Guarantor
shall (and the Borrower shall procure that each Guarantor shall) instruct the
classification society referred to in Clause 19.2 (Repair and Classification) (and procure that classification
society undertakes with the Security Trustee):


 


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(a)           to
send to the Security Trustee, following receipt of a written request from the
Security Trustee, certified true copies of all original class records held by
that classification society in relation to the Collateral Vessel owned by it;


 


(b)           without
prejudice to the generality of Clause 21.13 (Access
to Records), to allow the Security Trustee (or its representatives),
at any time and from time to time, to inspect the original class and related
records of that Guarantor and that Collateral Vessel at the offices of that
classification society and to take copies of them;


 


(c)           to
notify the Security Trustee immediately in writing if that classification
society:


 


(i)            receives
notification from that Guarantor or any person that that Collateral Vessel’s
classification society is to be changed; or


 


(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 Collateral Vessel’s
class under the rules or terms and conditions of that Guarantor’s or that
Collateral Vessel’s membership of that classification society;


 


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


 


(i)            to
confirm that that Guarantor is not in default of any of its contractual
obligations or liabilities to that 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 Guarantor is in default of any of its contractual obligations or
liabilities to that classification society, to specify to the Security Trustee
in reasonable detail the facts and circumstances of such default, the
consequences of such default and any remedy period agreed or allowed by that
classification society.


 


19.4        Modification
of Collateral Vessels


 


No Guarantor
shall (and the Borrower shall procure that no Guarantor shall) make any
modification or repairs to, or replacement of, the Collateral Vessel owned by
it or equipment installed on it which would or might materially alter the
structure, type or performance characteristics of that Collateral Vessel or
materially reduce its value.


 


19.5        Removal
of Parts


 


No Guarantor
shall (and the Borrower shall procure that no Guarantor shall) remove any
material part of the Collateral Vessel owned by it, or any item of equipment installed
on, that Collateral Vessel unless the part or item so removed is forthwith
replaced by a suitable part or item which is in the same condition and value as
or better condition and value than the part or item removed, is free from any
Encumbrance in favour of any person other than the Security Trustee and becomes
on installation on that Collateral Vessel the property of the Guarantor
concerned and subject to the security constituted by the Mortgage (if any)
relating to such Collateral Vessel provided that, a Guarantor or any person on
its behalf or under its instruction may not install 


 


61

















 


equipment
owned by a third party unless the equipment can be removed without any risk of
damage to the Collateral Vessel owned by it.


 


19.6        Surveys


 


Each Guarantor
shall (and the Borrower shall procure that each Guarantor shall) submit the
Collateral Vessel owned by it regularly to all periodic or other surveys which
may be required for classification purposes and, if so required by the Security
Trustee, provide the Security Trustee with copies of all survey reports.


 


19.7        Inspection
and Documentation


 


Each Guarantor
shall (and the Borrower shall procure that each Guarantor shall) permit the
Security Trustee (acting through surveyors or other persons appointed by it for
that purpose) to board and have full and complete access to the Collateral
Vessel owned by it and its cargo to inspect its condition or to satisfy
themselves about proposed or executed repairs and shall afford all proper
facilities for such inspections and procure that all documentation required to
be on board the Collateral Vessel in compliance with all applicable laws or
regulations and the terms of the Transaction Documents is at all times on such Collateral
Vessel.


 


19.8        Prevention
of and Release from Arrest


 


Each Guarantor
shall (and the Borrower shall procure that each Guarantor shall) promptly
discharge:


 


(a)           all
liabilities which give or may give rise to maritime or possessory liens on or
claims enforceable against the Collateral Vessel owned by it, its Earnings or
Insurances;


 


(b)           all
taxes, dues and other amounts charged in respect of the Collateral Vessel owned
by it, its Earnings or Insurances; and


 


(c)           all
other outgoings whatsoever in respect of the Collateral Vessel owned by it, its
Earnings or Insurances,


 


and, forthwith
upon receiving notice of the arrest of the Collateral Vessel owned by it, or of
its detention in exercise or purported exercise of any lien or claim, that
Guarantor shall (and the Borrower shall procure that such Guarantor shall)
immediately notify the Security Trustee of such arrest and procure its release
by providing bail or otherwise as the circumstances may require.


 


19.9        Actions
of Guarantor


 


No Guarantor
shall (and the Borrower shall procure that no Guarantor shall), at any time:


 


(a)           abandon
a Collateral Vessel (or any material part thereof);


 


(b)           represent
or hold out any of the Finance Parties as carrying goods or passengers on the
Collateral Vessel owned by it or as being in any way connected or associated
with any


 


62

















 


operation or carriage (whether for hire or
otherwise) undertaken in respect of such Collateral Vessel;


 


(c)           pledge
the credit of any of the Finance Parties for any maintenance, service, repairs,
dry-docking or modification to any Collateral Vessel or for any other purpose
whatsoever; or


 


(d)           sell
or purport to sell or execute a bill of sale of any Collateral Vessel or any
interest therein.


 


19.10      Compliance
with Laws


 


Each Guarantor
shall (and the Borrower shall procure that each Guarantor shall):


 


(a)           comply,
or procure compliance with the ISM Code, all other Environmental Laws and all
other laws or regulations relating to the Collateral Vessel owned by it, its
ownership, operation, use, maintenance and management or to the business of
that Guarantor and obtain and comply with all Environmental Licences required
or desirable in connection with the business it carries on;


 


(b)           not
employ the Collateral Vessel owned by it nor allow its employment in any manner
contrary to any Law in any relevant jurisdiction including but not limited to
the ISM Code;


 


(c)           in the
event of hostilities in any part of the world (whether war is declared or not),
not cause or permit the Collateral Vessel owned by it to enter or trade to any
zone which is declared a war zone by any government or by that Collateral
Vessel’s war risks insurers unless that Guarantor has (at its expense) effected
any special, additional or modified insurance cover which the Security Trustee
and the war risks insurers may require;


 


(d)           promptly
notify the Security Trustee of any Environmental Claim pending or threatened
against it and shall take such steps in relation to it as the Security Trustee
may reasonably request; and


 


(e)           without
prejudice to the foregoing provisions of this Clause 19.10, not permit or allow
to occur any discharge, release, leak, migration or other escape of any
Environmentally Sensitive Material into the Environment on, under or from any
property owned, leased, occupied or controlled by it, where such discharge,
release, leak, migration or escape would or might have a Material Adverse
Effect.


 


19.11      Provision
of Information Concerning Collateral Vessels


 


Each Guarantor
shall (and the Borrower shall procure that each Guarantor shall) promptly
provide the Security Trustee with any information which it requests regarding:


 


(a)           the
Collateral Vessel owned by it, its employment, position and engagements;


 


(b)           the
Earnings of the Collateral Vessel owned by it and payments and amounts due to
its master and crew;


 


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(c)           any
expenditure incurred, or likely to be incurred, in connection with the
operation, maintenance or repair of the Collateral Vessel owned by it and any
payments made by it in respect of that Collateral Vessel;


 


(d)           any
towages and salvages affecting such Collateral Vessel; and


 


(e)           its
compliance, the Manager’s (and any sub-manager’s) compliance and the compliance
of the Collateral Vessel owned by it with the ISM Code,


 


and, upon the
Security Trustee’s request, provide copies of any current charter relating to
the Collateral Vessel owned by it, of any current guarantee of any such charter
and of that Collateral Vessel’s Safety Management Certificate and any relevant
Document of Compliance.


 


19.12      Notification
of Certain Events


 


Each Guarantor
shall (and the Borrower shall procure that each Guarantor shall) as soon as
reasonably practicable notify the Security Trustee by fax, confirmed forthwith
by letter, of:


 


(a)           any
casualty to the Collateral Vessel owned by it which is or is likely to be or to
become a Major Casualty;


 


(b)           any
occurrence of an event as a result of which the Collateral Vessel owned by it
has become or might, by the passing of time or otherwise, become a Total Loss;


 


(c)           any
material requirement or recommendation made in relation to the Collateral
Vessel owned by it by any insurer or classification society or by any competent
authority which is not immediately complied with in accordance with its terms;


 


(d)           any
arrest or detention of the Collateral Vessel owned by it, any exercise or
purported exercise of any lien on that Collateral Vessel or its Earnings or any
requisition of that Collateral Vessel for hire;


 


(e)           any
Environmental Claim made against that Guarantor or in connection with the
Collateral Vessel owned by it, or any Environmental Incident;


 


(f)            any
claim for breach of the ISM Code being made against that Guarantor, the Manager
or otherwise in connection with the Collateral Vessel owned by it;


 


(g)           any
other matter, event or incident, actual or threatened, the effect of which will
or could lead to the ISM Code not being complied with; or


 


(h)           any
other event in respect of a Collateral Vessel which might reasonably be
expected to result in or give rise to any loss, liability or claim whatsoever,


 


and that
Guarantor shall keep the Security Trustee advised in writing on a regular basis
and in such detail as the Security Trustee shall require of that Guarantor’s,
the Borrower’s, the Manager’s or any other person’s response to any of those
events or matters.


 


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19.13      Restrictions on Chartering and Appointment of Managers


 


(a)           No
Guarantor shall (and the Borrower shall procure that no Guarantor shall), in
relation to the Collateral Vessel owned or to be acquired by it (without
prejudice to any Existing Time Charter or Time Charter Party):


 


(i)            let
that Collateral Vessel under a demise charter, or permit such a charter to
continue in respect of such Collateral Vessel, for any period (other than in
accordance with paragraph (b) of this Clause 19.13) or enter into any time
charter or voyage charter arrangement in respect of such Collateral Vessel (or
permit such an arrangement to continue);


 


(ii)           charter
that Collateral Vessel otherwise than on bona fide arm’s length terms at the
time when that Collateral Vessel is fixed; and


 


(iii)         appoint
a manager of that Collateral Vessel other than the Manager, any manager retained
pursuant to an Other Management Agreement or any other person acceptable to the
Administrative Agent (including any person to which the Manager has delegated
some or all of its management responsibilities in relation to the Collateral
Vessels in accordance with the Transaction Documents).


 


(b)           Prior
to or immediately upon the entry into any demise charter agreement in respect
of a Collateral Vessel (other than an Existing Bareboat Charter (without
prejudice to the obligation of the Borrower to deliver a Tripartite Agreement
and Bareboat Charter Assignment in respect of such Existing Bareboat Charter in
accordance with Clause 3 (Conditions
Precedent)) but including any Prospective Bareboat Charter), the
Borrower shall procure the delivery to the Administrative Agent of such
security and other documents as the Administrative Agent may require in
connection with such demise charter agreement (including but not limited to any
security documents required pursuant to Clause 18.16(b) (Bareboat Charter Insurance)).


 


(c)           Within
30 days following each Drawdown Date (in respect of each Collateral Vessel to
which the Advance made on such Drawdown Date relates), the Borrower shall
deliver to the Administrative Agent in form and substance satisfactory to it
(x) copies certified as true and complete copies of each of the agreements
relating to the appointment of the relevant third party manager as contemplated
in sub-paragraph (a)(iii) of this Clause 19.13 and (y) a letter of undertaking
or other subordination document executed by such manager in favour of the
Security Trustee.


 


19.14      Notice of
Mortgage


 


Each Guarantor
shall (and the Borrower shall procure that each Guarantor shall), at its cost
and expense, at all times keep the Mortgage registered against the Collateral
Vessel owned by it as a valid first priority mortgage, carry on board that
Collateral Vessel a certified copy of the Mortgage and place and maintain in a
conspicuous place in the navigation room and the master’s cabin of that
Collateral Vessel a framed, printed and fireproof notice reading as follows:
“This Vessel is covered by a first priority mortgage in favour of Nordea Bank
Norge ASA as security trustee.  Under
the terms of the said first priority mortgage neither the owner nor any
charterer 


 


65

















 


nor the master
of the Vessel nor any other person has any right, power or authority to create,
incur or permit to be imposed upon this Vessel any lien whatsoever other than
for crew’s wages or salvage.”.  Each Guarantor
further agrees that it shall promptly (and in any event within 30 days) replace any such notice that
becomes illegible, lost, damaged or destroyed for any reason.


 


19.15      Sharing of
Earnings


 


Subject to the
terms of the Transaction Documents, no Guarantor shall enter into any agreement
or arrangement for the sharing of any Earnings of the Collateral Vessel owned
by it, except as permitted by the Administrative Agent.


 


20.          COLLATERAL MAINTENANCE


 


20.1        Collateral
Maintenance Test


 


The Borrower
shall ensure that the Total Collateral Value is at all times equal to or
greater than 140% of the Outstandings at such times (the “Collateral Maintenance Test”).


 


20.2        Notification


 


The Borrower
shall notify the Administrative Agent and the Security Trustee promptly upon
becoming aware of any breach of the Collateral Maintenance Test, whether by
virtue of any valuation made pursuant to Clause 20.4 (Valuation of Collateral Vessels) or
otherwise.


 


20.3        Collateral
Maintenance Prepayment Amount


 


As soon as
practicable after becoming aware of any breach of the Collateral Maintenance
Test, the Administrative Agent shall (in consultation with the Security Trustee
and if applicable, with reference to any information provided to it pursuant to
Clause 20.4 (Valuation of Collateral Vessels))
notify the Borrower of the amount (the “Collateral
Maintenance Prepayment Amount”) of the Outstandings which need to be
discharged to ensure that the circumstances giving rise to such breach no
longer apply and immediately upon receipt of such notice, the Borrower shall
comply with its obligations under Clause 7.2 (Collateral
Maintenance Test).


 


20.4        Valuation
of Collateral Vessels


 


For the
purposes of this Agreement, the fair market value of a Collateral Vessel on any
date (the “Individual Collateral Value”)
is the average of the three valuations shown in the Appraisal Package relating
to such Collateral Vessel.


 


20.5        Quarterly
Appraisal Packages


 


The Borrower
shall provide to the Administrative Agent as soon as the same becomes
available, but in any event within 30 days after the end of each Financial
Quarter, a Quarterly Appraisal Package in relation to each Collateral Vessel in
form and substance satisfactory to the Administrative Agent.


 


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20.6        Updated
Appraisal Package


 


Without
prejudice to Clause 20.5 (Quarterly
Appraisal Packages), the Borrower shall provide to the
Administrative Agent promptly upon request of the Administrative Agent, an
Updated Appraisal Package in relation to any Collateral Vessel designated by
the Administrative Agent.


 


20.7        Appraisals
Binding


 


Any Appraisal
Package delivered pursuant to this Agreement shall be binding and conclusive as
regards each of the Obligors.


 


20.8        Provision of Information Concerning Appraisals


 


The Obligors
shall promptly provide the Administrative Agent and any independent appraiser
with any information which the Administrative Agent or that independent
appraiser may request in relation to the preparation of an Appraisal Package
(or part thereof) and, if the Obligors fail to provide the information by the
date specified in the relevant request, such Appraisal Package may be
constituted on any basis and assumptions which each independent appraiser or
the Administrative Agent considers prudent.


 


20.9        Commercial
Management Reports


 


Promptly upon
request of the Administrative Agent, the Borrower shall (in consultation with
the Manager) provide to the Administrative Agent in form and substance
satisfactory to it a commercial management report (a “Commercial Management Report”) relating to
the Collateral Vessels.


 


21.          POSITIVE UNDERTAKINGS


 


21.1        Application
of Advances


 


The Borrower
shall apply the proceeds of each Advance made to it exclusively for the
purposes specified in Clause 2.2 (Purposes).


 


21.2        Financial
Assistance and Fraudulent Conveyance


 


Without
prejudice to Clause 26.12 (Fraudulent
Conveyance), each Obligor shall (and the Borrower shall procure that
each member of the Group shall) ensure that all payments and provision of
guarantees, security and other assistance by and between members of the Group
(or between any member of the Group and any other person) have been and will be
made in compliance with applicable local laws and regulations concerning
fraudulent conveyance, financial assistance by a company for the acquisition of
or subscription for its own shares or the shares of its parent or any other
company or concerning the protection of shareholders’ capital.


 


21.3        Necessary
Authorisations


 


Each Obligor
shall (and the Borrower shall procure that each member of the Group shall):


 


67

















 


(a)           obtain,
comply with and do all that is necessary to maintain in full force and effect
all Necessary Authorisations; and


 


(b)           supply
certified copies to the Administrative Agent of all Necessary Authorisations.


 


21.4        Compliance
with Applicable Laws


 


Each Obligor
shall (and the Borrower shall procure that each member of the Group shall)
comply with all applicable Laws to which it and the Collateral Vessel that it
owns may be subject.


 


21.5        Representations
Untrue


 


After the
delivery of any Drawdown Request and before the making of the Advance requested
under it, each Obligor shall (and the Borrower shall procure that each member
of the Group shall) notify the Administrative Agent of the occurrence of any
event of which it is aware which will cause or may reasonably be expected to
cause any of the representations deemed to be repeated pursuant to Clause 15.31
(Repetition) to be untrue at or
before the time of the making of such Advance.


 


21.6        Corporate
Governance


 


Prior to or
immediately upon a Corporate Governance Trigger, the Borrower shall procure
that at least 50% of its board of directors in office following such Corporate
Governance Trigger are at all times independent of the Parent.


 


21.7        Listing


 


Following the
commencement of substantive preparations by the Borrower in relation to a
listing of all or a portion of the share capital of the Borrower on the New
York Stock Exchange, the Borrower shall provide the Administrative Agent on
demand with such information and other assurances relating to the same as it
may require for the purposes of determining whether such listing will
constitute a Permitted Listing for the purposes of this Agreement.


 


21.8        Infringement
of Intellectual Property


 


Each Obligor
shall (and the Borrower shall procure that each member of the Group shall):


 


(a)           notify
the Administrative Agent promptly of any infringement or suspected infringement
or any challenge to the validity of any of the present or future Intellectual
Property Rights owned, used or exploited by it which may come to its notice and
supply the Administrative Agent with all information in its possession relating
thereto if the same might have a Material Adverse Effect and take all necessary
steps (including, without limitation, the institution of legal proceedings) to
prevent third parties infringing such Intellectual Property Rights to the
extent that failure to do so might have a Material Adverse Effect;


 


(b)           take
all necessary action to safeguard and maintain its rights, present and future,
in or relating to all Intellectual Property Rights owned, used or exploited by
it to the extent that 


 


68

















 


failure to do so might have a Material
Adverse Effect (in each case including, without limitation, paying all
applicable renewal fees, licence fees and other outgoings in connection with
the same); and


 


(c)           not
enter into any licence or other agreement or arrangement in respect of Intellectual
Property Rights other than on normal arms’ length commercial terms and comply
with all licences to it of any Intellectual Property Rights in each case to the
extent that failure to do so might have a Material Adverse Effect.


 


21.9        Ranking
of Claims


 


Each Obligor
shall (and the Borrower shall procure that each member of the Group shall)
ensure that at all times the claims of the Finance Parties against it under the
Finance Documents rank at least pari passu with the claims of all its
unsecured creditors save those whose claims are preferred by any bankruptcy,
insolvency, liquidation or similar laws of general application.


 


21.10      Pay Taxes


 


Each Obligor
shall (and the Borrower shall procure that each member of the Group shall),
file all tax returns on time and pay and discharge all taxes and governmental
charges payable by or assessed upon it or any Collateral Vessel prior to the
date on which the same become overdue (and without causing any Encumbrance to
be created), save to the extent the relevant Obligor can demonstrate to the
satisfaction of the Administrative Agent that the same are being contested in
good faith on the basis of appropriate professional advice and that adequate
reserves have been established therefor in accordance with GAAP and does not
involve any material risk of the sale, forfeiture or loss of any Collateral
Vessel or any adverse effect or any criminal liability on the part of any
member of the Parent Group or any Finance Party.


 


21.11      Hedging


 


The Borrower
shall:


 


(a)           within 3 Business Days following the date of this Agreement, enter into and maintain interest rate hedging arrangements and
confirmations with Hedge Counterparties to limit the Group’s exposure to
adverse movements in interest rates in relation to the Facility;


 


(b)           ensure
that such arrangements and confirmations are entered into in the form of
Acceptable Hedging Agreements (subject to such amendments as the relevant Hedge
Counterparty may require, provided that the Borrower shall ensure that (x) in
each case, such arrangements cover an approximate period of 5 years from the
Initial Borrowing Date and (y) in aggregate, are in respect of not less than
$500,000,000 of the Outstandings which will be applicable upon full utilisation
of the Facility); and


 


(c)           promptly
provide the Administrative Agent with certified true copies of each such
Hedging Agreement entered into.


 


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21.12      Business
Systems


 


Each Obligor
shall ensure that the equipment and systems associated with the Group Business
and each member of the Group are designed, constructed, completed, tested,
commissioned, equipped, operated and maintained in all material respects in
accordance with:


 


(a)           all
Necessary Authorisations;


 


(b)           all
applicable Laws; and


 


(c)           good
practice in the shipping industry.


 


21.13      Access to
Records


 


Each Obligor
shall (and the Borrower shall procure that each member of the Group shall), at
reasonable times and on reasonable prior notice subject only to the provision
of any confidentiality undertaking required by such Obligor (acting
reasonably), afford the Administrative Agent or any Finance Party, any
professional adviser to the Administrative Agent or such Finance Party, or
other representative and/or contractor of the Administrative Agent or such
Finance Party (an “Inspecting Party”)
access to, and permit such Inspecting Party to inspect or observe, such part of
the Group Business as is owned or operated by such Obligor and to have access
to books, records, accounts, documents, computer programmes, data or other
information in the possession of or available to such Obligor or member of the
Group and to take such copies as may be considered appropriate by such
Inspecting Party.


 


21.14      Further
Assurance


 


(a)           Each
Guarantor being a Collateral Vessel Owner shall (and the Borrower shall procure
that each such Guarantor shall) at its own expense, promptly take all such
action as the Administrative Agent or the Security Trustee may require for the
purpose of perfecting or protecting any Finance Party’s rights with respect to
the Encumbrances intended to be created or evidenced by the Security Documents.


 


(b)           At any
time whilst there is a continuing Default each Obligor which is a Collateral
Vessel Owner shall execute and deliver to the Security Trustee such additional
Security Documents in such form and in relation to such assets as the Security
Trustee may require.


 


21.15      Compliance
with Transaction Documents


 


The Borrower
and each Obligor shall procure the prompt compliance by the Parent, the Charterer
and the Manager with each of the provisions of the Transaction Documents to
which the Parent, the Charterer or the Manager (as the case may be) are a
party.


 


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22.          NEGATIVE UNDERTAKINGS


 


22.1        Negative
Pledge


 


No Obligor
shall (and the Borrower shall procure that no member of the Group shall),
without the prior written consent of an Instructing Group (or in the case of
any Encumbrance in respect of the Senior Notes, all the Lenders), create or
permit to subsist any Encumbrance over all or any of its present or future
revenues or assets, other than Permitted Encumbrances or any Encumbrances to be
released in accordance with Clause 4.1 (e)(ii) (Conditions to Drawdown) (but including any such Encumbrances
not released in accordance with such Clause).


 


22.2        Loans


 


No Obligor
shall (and the Borrower shall procure that no member of the Group shall),
without the prior written consent of an Instructing Group, be the creditor in
respect of any Financial Indebtedness.


 


22.3        Financial
Indebtedness


 


No Obligor
shall (and the Borrower shall procure that no member of the Group shall),
without the prior written consent of an Instructing Group incur, create or
permit to subsist or have outstanding any Financial Indebtedness or enter into
any agreement or arrangement whereby it is entitled to incur, create or permit
to subsist any Financial Indebtedness other than:


 


(a)           Financial
Indebtedness outstanding under the Finance Documents or the Senior Note
Documents;


 


(b)           subject
to Clause 22.4 (c) (Guarantees)
and to Clause 23 (Acceding Guarantors),
Financial Indebtedness incurred by any member of the Group for the purposes of
funding an Additional Acquisition or Financial Indebtedness incurred in
relation to the Additional Vessel acquired pursuant to such Additional
Acquisition by virtue of a sale and lease-back transaction as contemplated
under Clause 22.7(b)(v) (Disposals),
provided that (at all times) the amount of such Financial Indebtedness does not
exceed 70% of the value (as determined by the Administrative Agent in
consultation with the Borrower) of such Additional Vessel; and


 


(c)           Financial
Indebtedness to be discharged in accordance with Clause 4.1 (e)(i) (Conditions to Drawdown), provided that
such Financial Indebtedness is discharged, in full, on or prior to 31 March
2004.


 


22.4        Guarantees


 


No Obligor
shall (and the Borrower shall procure that no member of the Group shall) grant
or agree to grant or permit to subsist any guarantee other than:


 


(a)           guarantees,
indemnities or performance bonds given in the ordinary course of the Group
Business;


 


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(b)           guarantees
contained in the Finance Documents or the Senior Note Documents;


 


(c)           subject
to Clause 23 (Acceding Guarantors),
guarantees in respect of Financial Indebtedness of itself or any other member
of the Group which is contemplated and permitted under Clause 22.3(b) (Financial Indebtedness); or


 


(d)           guarantees
in respect of any Financial Indebtedness to be discharged in accordance with
Clause 4.1 (e)(i) (Conditions to Drawdown)
to the extent such Financial Indebtedness is permitted pursuant to Clause 22.3
(c) (Financial Indebtedness).


 


22.5        Dividends,
Distributions and Share Capital


 


Other than (in
the case of the Borrower) pursuant to (x) a Permitted Capital Payment (but
without prejudice to Clause 7.3 (Change of
Control)), or (y) an Equity Conversion in accordance with the Deed
of Undertaking, no Obligor shall (and the Borrower shall procure that no member
of the Group shall):


 


(a)           (i)            declare,
make or pay any dividend (or interest on any unpaid dividend), charge, fee or
other distribution (whether in cash or in kind) on or in respect of any of its
shares or redeem any preference shares; or


 


(ii)           repay
or distribute any share premium account;


 


save
(in the case of paragraph (i) above) to the extent that payment of such
dividend or other distribution is made in order to facilitate the making of
payments required pursuant to the terms of the Finance Documents; or


 


(b)           (i)            redeem,
repurchase, defease, retire or repay any of its share capital, or resolve to do
so;


 


(ii)           issue
any warrants, notes or bonds which are convertible into shares;


 


(iii)         issue
any shares which by their terms are redeemable; or


 


(iv)          issue
any share capital to any person (other than pursuant to the incorporation of a
Substitute Vessel Owner as a wholly-owned Subsidiary of the Borrower or in
connection with an Additional Acquisition to be made in accordance with this
Agreement).


 


22.6        Amendments
to Documents


 


No Obligor
shall (and the Borrower shall procure that no member of the Group shall),
without the prior written consent of an Instructing Group, amend, supplement,
supersede or waive (by way of express consent or otherwise):


 


(a)           subject
to Clause 21.11(b) (Hedging), any
term of any Transaction Document; or


 


72

















 


(b)           its
by-laws or other constitutional documents or enter into any agreements or
arrangements with the Parent,


 


or purport to
release or limit any of the obligations of the Parent, the Manager, the
Charterer or any Obligor under any Transaction Document (except to the extent
expressly permitted under the Finance Documents).


 


22.7        Disposals


 


No Obligor
shall (and the Borrower shall procure that no member of the Group shall),
without the prior written consent of an Instructing Group or except as
expressly permitted under the Finance Documents, either in a single transaction
or in a series of transactions, sell, transfer, lease or otherwise dispose of:


 


(a)           any
shares in any of its Subsidiaries (other than (x) in a Collateral Vessel Owner
to the extent that the applicable Collateral Vessel has been transferred to a
Substitute Vessel Owner in accordance with this Agreement or (y) without
prejudice to Clause 7.3 (Change of Control),
pursuant to a Permitted Capital Payment);


 


(b)           all or
any part of its revenues, assets, other shares, business or undertakings
(including its Earnings or Insurances in respect of any Collateral Vessel)
other than:


 


(i)            the
expenditure of cash in the ordinary course of the Group Business, on arms’
length terms;


 


(ii)           the
lending of cash and the repayment of cash lent or credit provided in compliance
with or as expressly permitted by the terms of the Finance Documents;


 


(iii)         the
payment of fees, interest (including any coupon) and expenses under the Finance
Documents or the Senior Note Documents (and any other amounts payable by the
Borrower expressly under the terms of any Hedge Agreement entered into by it in
accordance with this Agreement);


 


(iv)          disposals
of Cash Equivalent Investments on arms’ length terms; or


 


(v)            the
disposal of any Additional Vessel acquired in accordance with this Agreement,
including on terms whereby such asset is or may be leased to or reacquired or
acquired by any member of the Group; or


 


(c)           any
Collateral Vessel, other than (x) a disposal of a Collateral Vessel owned by a
Collateral Vessel Owner incorporated in Singapore to a Substitute Vessel Owner
incorporated in Liberia in accordance with this Agreement or (y) a disposal of
any other Collateral Vessel by a Collateral Vessel Owner to a Substitute Vessel
Owner in accordance with this Agreement, subject (in the case of (y)) to the
prior consent of the Administrative Agent, which shall not be unreasonably
withheld (and, in the case of (x) and (y), the provision, prior to or
immediately upon such disposal, of such security, subordination and other
documents in respect of the relevant Collateral Vessel as the 


 


73

















 


Administrative Agent may require), provided
that, on or after 31 December 2004, any disposal of a Collateral Vessel to a
Substitute Vessel Owner shall require the prior consent of an Instructing
Group,


 


provided that,
all such sales, transfers, leases or other disposals as are referred to in and
permitted by paragraph (b) above shall be made only for cash consideration
payable in full at the time of disposal.


 


22.8        Change of
Business


 


No Obligor
shall (and the Borrower shall procure that no member of the Group shall),
without the prior written consent of an Instructing Group or save as otherwise
expressly permitted by the terms of the Finance Documents:


 


(a)           make
(or threaten to make) any material change in the nature of the Group Business;


 


(b)           cease
(or threaten to cease) any material part of the Group Business;


 


(c)           carry
on any business other than the Group Business; or


 


(d)           charter
in vessels.


 


22.9        Mergers


 


No Obligor
shall (and the Borrower shall procure that no member of the Group shall), without
the prior written consent of an Instructing Group amalgamate, consolidate or
merge with any other company or person.


 


22.10      Joint
Ventures


 


No Obligor
(other than the Borrower) shall, (and the Borrower shall procure that no
Obligor shall) enter into or acquire any interest in any Joint Venture, except
for any Joint Venture entered into in respect of an Additional Acquisition made
or to be made in accordance with this Agreement.


 


22.11      Intra-Group
Transactions


 


Except as
expressly contemplated under the Offering Memorandum, no Obligor shall (and the
Borrower shall procure that no member of the Group shall) without the prior
written consent of an Instructing Group enter into any arrangement or contract
with any other member of the Parent Group unless such arrangement or contract
is entered into on an arms’ length basis and on reasonable commercial terms and
is otherwise expressly permitted under this Agreement.


 


22.12      Change in
Financial Year


 


No Obligor
shall (and the Borrower shall procure that no member of the Group shall) change
the end of its financial year (and in the case of the Borrower, the financial
year of the Group) from 31 December.


 


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22.13      Change in
Auditors


 


The Borrower
shall not change its auditors or those of the Group, save to another
internationally recognised firm of chartered accountants which is reasonably
acceptable to the Administrative Agent and is willing to provide the reports
referred to in Clause 16.1 (Financial Statements) relating to each
Obligor or the Group (on the same or substantially the same basis and format as
the existing auditors), and provided that an Obligor has first given prior
written notice of such proposed change to the Administrative Agent.


 


22.14      Ownership


 


The Borrower
shall ensure that:


 


(a)           each
Collateral Vessel Owner from time to time owned or acquired by any member of
the Group shall at all times be a wholly-owned Subsidiary of the Borrower, in
each case (excluding the Collateral Vessel Owners incorporated in Singapore or
the Isle of Man, as at the date of this Agreement), directly owned by the
Borrower without the involvement of any intermediate Holding Companies in
respect of such Collateral Vessel Owner; and


 


(b)           no
such Collateral Vessel Owner shall be a Holding Company.


 


22.15      Legal Name
and Jurisdiction of Incorporation


 


Without
prejudice to Clause 22.7(c) (Disposals)
and the other provisions of this Agreement, no Obligor (and the Borrower shall
procure that no member of the Group shall) change its legal name or the
jurisdiction in which it is incorporated or organised.


 


22.16      Limitations
on Hedging


 


No Obligor
shall (and the Borrower shall ensure that no member of the Group shall) enter
into any Hedging Agreement other than:


 


(a)           Hedging
Agreements specifically permitted under Clause 21.11 (Hedging); or


 


(b)           spot
or forward foreign exchange contracts solely entered into in connection with
the Group Business, which are not entered into for investment or speculative
purposes.


 


22.17      Acquisitions
and Investments


 


Save as
otherwise expressly permitted under this Agreement, no Obligor shall (and the
Borrower shall procure that no member of the Group shall) purchase, subscribe
for or otherwise acquire any shares (or other securities or any interest
therein) in (or incorporate) any company or acquire (by subscription or
otherwise) or invest in any business or (save in the ordinary course of the
Group Business) purchase or otherwise acquire any other assets (including, but
not limited to, vessels) other than as follows:


 


(a)           the
purchase of Cash Equivalent Investments;


 


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(b)           the
Acquisitions and (subject to Clause 23 (Acceding
Guarantors)) any Additional Acquisition (or by virtue of the
incorporation or acquisition of a Subsidiary by the Borrower which is to be an
Additional Vessel Owner or a Substitute Vessel Owner) or pursuant to any sale
and lease-back transaction as contemplated under Clause 22.7(b)(v) (Disposals), in each case, in accordance
with the Transaction Documents provided that, for the avoidance of doubt, no
part of any Advance may be applied other than in accordance with Clause 2.2 (Purposes); and


 


(c)           subject
to Clause 23 (Acceding Guarantors),
the acquisition of a Collateral Vessel by a Substitute Vessel Owner in
accordance with Clause 22.7(c) (Disposals).


 


22.18      Capital
Expenditure


 


No Obligor
shall (and the Borrower shall procure that no member of the Group shall) incur
any capital expenditure, other than:


 


(a)           capital
expenditure incurred in relation to the Acquisitions or any Additional
Acquisition in accordance with the Finance Documents;


 


(b)           capital expenditure reasonably incurred in the
ordinary course of owning, operating, maintaining and repairing a Collateral
Vessel or Additional Vessel; and


 


(c)           in the
case of the Borrower, for the purposes of any Permitted Capital Payment.


 


22.19      Bank
Accounts


 


No Obligor
shall (and the Borrower shall procure that no Obligor shall) without the prior
written consent of the Administrative Agent (acting on the instructions of an
Instructing Group), open maintain or have any interest (whether alone or with
any other person) in any account with a bank or other financial institution
providing like services other than:


 


(a)           accounts
secured in favour of the Security Trustee pursuant to the Security Documents
(being the Borrower Account or any other account maintained with a financial
institution other than the Security Trustee which has a rating of at least A
from Standard & Poor’s Rating Services and at least A2 from Moody’s
Investor’s Services, Inc. where such other account is the subject of an
Encumbrance in favour of the Security Trustee in form and substance
satisfactory to it);


 


(b)           other
accounts maintained with the Administrative Agent pursuant to the requirements
of the Finance Documents; or


 


(c)           any
account maintained in respect of an Additional Vessel or a member of the Group
(other than an Obligor) and any other account maintained otherwise than in
connection with the Transaction (as determined by the Borrower in good faith).


 


76

















 


22.20      Centre of
Main Interests


 


No Obligor
shall (and the Borrower shall procure that no member of the Group shall),
without the prior written consent of an Instructing Group, cause or allow its
Centre of Main Interests to change.


 


23.          ACCEDING GUARANTORS


 


(a)           In the
event of a change of legal and registered ownership of a Collateral Vessel from
the owner of such Collateral Vessel to another wholly-owned Subsidiary of the
Borrower in accordance with Clause 22.7(c) (Disposals)
and Clause 22.17(c) (Acquisitions and
Investments) (a “Substitute
Vessel Owner”), the guarantee granted by the
previous Collateral Vessel Owner in respect of such Collateral Vessel pursuant
to Clause 26 (Guarantee and Indemnity)
shall (following receipt by the Administrative Agent of a written request of
from the Borrower) be automatically released subject to the accession of such
Substitute Vessel Owner to this Agreement as an Acceding Guarantor in
accordance with this Clause 23.  The
Borrower shall procure that on or prior to the date such legal and registered
ownership is transferred to such Substitute Vessel Owner, there is delivered to
the Administrative Agent (in form and substance satisfactory to it), an Accession
Notice (together with such security and subordination documentation as the
Administrative Agent may require, including but not limited to a Mortgage and
(if applicable) a Deed of Covenant in respect of such Collateral Vessel) duly
executed by itself (if applicable) and the relevant Substitute Vessel Owner
together with such other documents as the Administrative Agent may require (in
each case, in form and substance satisfactory to it), evidencing (w) the right
of such Substitute Vessel Owner to rely (as a beneficiary) on the Performance
Guarantee on the same basis as the other Collateral Vessel Owners (x) the
accession of such Substitute Vessel Owner to the terms of the Transaction
Documents (in addition to this Agreement) to which the Collateral Vessel Owners
are collectively a party (y) the validity, due capacity, authorisation and
execution of such Accession Notice (and subordination, security and other
documentation referred to above) by each of the parties thereto and (z) the
appointment by such Substitute Vessel Owner of an agent to accept service of
process in England in respect of the Finance Documents to which such Substitute
Vessel Owner is from time to time a party.


 


(b)           In
relation to each Additional Vessel Owner (if any) in respect of which one or
more of the Obligors is to assume guarantee obligations (as contemplated under
Clause 22.4(c) (Guarantees)), the
Borrower shall procure that on or prior to the date such guarantee obligations
are assumed, there is delivered to the Administrative Agent (in form and
substance satisfactory to it), an Accession Notice duly executed by itself and
the relevant Additional Vessel Owner together with such other documents as the
Administrative Agent may require, evidencing (x) the validity, due capacity, authorisation
and execution of such Accession Notice by the Borrower and the relevant
Additional Vessel Owner and (y) the appointment by such Additional Vessel Owner
of an agent to accept service of process in England in respect of the Finance
Documents to which such Additional Vessel Owner is from time to time a party.


 


77

















 


(c)           Upon
delivery of a duly executed Accession Notice to the Administrative Agent
pursuant to paragraph (a) or (b) above, the Substitute Vessel Owner or the
Additional Vessel Owner, as the case may be, being party to it, the other
Obligors and the Finance Parties, will assume such obligations towards one
another and/or acquire such rights against each other as they would each have
assumed or acquired had such Substitute Vessel Owner or Additional Vessel
Owner, as the case may be, been an original party to this Agreement as an
Original Guarantor, and such Substitute Vessel Owner or Additional Vessel
Owner, as the case may be, shall become a party to this Agreement as an
Acceding Guarantor.


 


24.          EVENTS OF DEFAULT


 


Each of
Clauses 24.1 (Non-Payment) to Clause 24.19 (Cancellation of Insurances) describes the
circumstances which constitute an Event of Default for the purposes of this
Agreement.


 


24.1        Non-Payment


 


(a)           An
Obligor fails to pay any amount of interest due from it under any Finance
Document at the time, in the currency and in the manner specified in this
Agreement unless failure to pay was due solely to technical or administrative
error in the transmission of funds and the relevant sum is paid in full within
5 Business Days of the due date.


 


(b)           An
Obligor fails to pay any amount of principal due from it under any Finance
Document at the time, in the currency and in the manner specified in this
Agreement.


 


24.2        Covenants
of Obligors


 


(a)           An
Obligor fails duly to perform or comply with its obligations (if any) in
respect of:


 


(i)            Clause
4.3 (Legal Opinions), Clause 16 (Financial Information), Clause 18 (Insurance), Clause 19.1 (Collateral Vessels’ Name and Registration),
Clause 19.2 (Repair and Classification),
Clause 19.9 (Actions of Guarantor),
Clause 21.1 (Application of Advances),
Clause 21.2 (Financial Assistance and
Fraudulent Conveyance), Clause 21.3 (Necessary Authorisations), Clause 21.4 (Compliance with Applicable Laws), Clause
21.9 (Ranking of Claims), Clause
21.11 (Hedging), Clause 22.1 (Negative Pledge), Clause 22.2 (Loans), Clause 22.3 (Financial Indebtedness), Clause 22.4 (Guarantees), Clause 22.5 (Dividends, Distributions and Share Capital),
Clause 22.6 (Amendments to Documents),
Clause 22.7 (Disposals), Clause
22.8 (Change of Business), Clause
22.9 (Mergers), Clause 22.10 (Joint Ventures), Clause 22.14 (Ownership), 22.15 (Legal Name and Jurisdiction of Incorporation),
Clause 22.16 (Limitations on Hedging),
Clause 22.17 (Acquisitions and Investments),
Clause 22.18 (Capital Expenditure),
Clause 22.19 (Bank Accounts) or
Clause 22.20 (Centre of Main Interests);
or


 


(ii)           the
Collateral Maintenance Test.


 


(b)           The
financial condition of the Group fails to comply with any provision of Clause
17 (Financial
Condition) or any other requirement of Clause 17 (Financial
Condition) is not satisfied.


 


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24.3        Other
Obligations of Obligors


 


An Obligor
fails duly to perform or comply with any of the other obligations expressed to
be assumed by it in any of the Transaction Documents (other than any of those
referred to in Clauses 24.1 (Non-Payment) and 24.2 (Covenants of
Obligors) and excluding any Senior Note Default) and such failure,
if capable of remedy, is not so remedied within 30 days of such failure to
perform or comply having occurred, provided that, in relation to a failure by
the Borrower to comply with Clause 21.6 (Corporate
Governance), a grace period of 60 days shall apply.


 


24.4        Covenants
of Parent, Charterer and Manager


 


The Parent,
the Charterer or the Manager fails duly to perform or comply with any provision
of the Transaction Documents to which it is a party.


 


24.5        Misrepresentation


 


Any
representation, warranty or statement made or deemed to have been made by an
Obligor in any Finance Document or in any notice or other document, certificate
or statement delivered by it pursuant to it or in connection therewith is or
proves to have been incorrect or misleading in any material respect when made
or deemed to have been made.


 


24.6        Cross
Default


 


(a)           Any
Financial Indebtedness of any member of the Parent Group is not paid when due
or within any originally applicable grace period (including but not limited to
any Financial Indebtedness arising under the Senior Note Documents);


 


(b)           any
Financial Indebtedness of any member of the Parent Group is declared (or is
capable of being declared) to be or otherwise becomes due and payable prior to
its specified maturity as a result of an event of default, however described
(including but not limited to any Financial Indebtedness arising under the
Senior Note Documents);


 


(c)           any
creditor of any member of the Parent Group becomes entitled to declare any
Financial Indebtedness of any member of the Parent Group due and payable prior
to its specified maturity as a result of an event of default, however described
(including but not limited to any Financial Indebtedness arising under the
Senior Note Documents); or


 


(d)           any
commitment for any Financial Indebtedness of any member of the Parent Group is
cancelled or suspended by a creditor of any member of the Parent Group as a
result of an event of default, however described (including but not limited to
any Financial Indebtedness arising under the Senior Note Documents),


 


provided
that, no Event of Default will occur under this Clause 24.6 if (x) the
aggregate amount of Financial Indebtedness and/or commitment for Financial
Indebtedness falling within paragraphs (a) to (d) above is less than
$10,000,000 (or its equivalent in other currencies) or (y) such event is caused otherwise than by a failure of any
member of the Parent Group (other than the Charterer, the Manager or any member
of the Group) to pay an amount falling due in respect of it, where such event
is remedied or waived within 30 


 


79

















 


days
of its occurrence in accordance with any underlying agreements (for the
avoidance of doubt, notwithstanding the expiry of any applicable grace periods
relating thereto under such agreements).


 


24.7        Insolvency


 


Any member of
the Parent Group is unable (or deemed for the purposes of any applicable Law,
unable) to pay its debts as they fall due, ceases or suspends generally the
payment of its debts or announces an intention to do so, or commences
negotiations with any one or more of its creditors (or makes a proposal to do
so) with a view to the general readjustment or rescheduling of its Indebtedness
or makes a general assignment for the benefit of or a composition with its
creditors or a moratorium is declared in respect of the Indebtedness of any
member of the Parent Group (including, without limitation, pursuant to the
Bankruptcy Code).


 


24.8        Winding-up


 


Any member of the
Parent Group takes any corporate action or other steps are taken or legal
proceedings are started for its winding-up, dissolution, administration or
re-organisation or for the appointment of a liquidator, receiver,
administrator, administrative receiver, conservator, custodian, trustee or
similar officer of it or of any or all of its revenues and assets (including,
without limitation, pursuant to the Bankruptcy Code).


 


24.9        Execution
or Distress


 


Any execution,
expropriation, attachment, sequestration or distress is levied against, or an
encumbrancer takes possession of, the whole or any part of, the property,
undertaking or assets of any member of the Parent Group having an aggregate
value of more than $10,000,000 (or its equivalent in other currencies) and the
same is not discharged within 30 days.


 


24.10      Judgment


 


Without
prejudice to the provisions of Clause 24.9 (Execution
or Distress), any judgment, award or similar process in an amount
exceeding $10,000,000 (or its equivalent in other currencies) is made, issued
or levied against an Obligor or any part of its assets:


 


(a)           in
respect of which there is no right of appeal or any right of appeal has lapsed
or, if applicable, the relevant court decides not to review the same within 30
days (or where such proceedings took place in a jurisdiction other than that in
which the relevant Obligor is organised or incorporated, 60 days) after receipt
of a relevant request or filing by the applicable Obligor for it to do so; and


 


(b)           such
judgment, award or similar process is not satisfied, discharged or released
within 30 days (or where such proceedings took place in a jurisdiction other
than that in which the relevant Obligor is organised or incorporated, 60 days)
after its making, issue or levy or, if earlier, immediately following such
decision by the relevant court,


 


80

















 


provided that,
if such court decides to review the judgment, award or similar process, it
shall be an Event of Default if an Instructing Group considers that such review
does not have a reasonable chance of success for the relevant Obligor within a
reasonable period of time.


 


24.11      Similar
Events


 


Any event
occurs which, under the laws of any jurisdiction, has a similar or analogous
effect to any of those events mentioned in Clause 24.7 (Insolvency), 24.8 (Winding-up)
or Clause 24.9 (Execution or Distress).


 


24.12      Repudiation


 


Any member of
the Parent Group repudiates any of the Transaction Documents to which it is
party or does or causes to be done any act or thing evidencing an intention to
repudiate any of the Transaction Documents to which it is party.


 


24.13      Illegality


 


At any time it
is or becomes unlawful for a member of the Parent Group to perform or comply
with any or all of its obligations under any of the Transaction Documents to
which it is party or any of the obligations of a member of the Parent Group
under any of the Transaction Documents to which it is party are not or cease to
be legal, valid and binding.


 


24.14      Qualifications
of Financial Statements


 


The auditors
qualify their report on any audited financial statements of the Group in any
regard which, in the opinion of the Administrative Agent acting on the
instructions of an Instructing Group, is material in the context of the Finance
Documents and the transactions contemplated thereby.


 


24.15      Nationalisation


 


y or under the
authority of any government:


 


(a)           the
management of any member of the Parent Group is wholly or partially displaced
or the authority of any member of the Parent Group in the conduct of its
business is wholly or partially curtailed; or


 


(b)           all or
a majority of the issued shares of any member of the Parent Group or the whole
or any part the book value of which is 10% or more of the book value of the
whole of its revenues or assets is seized, nationalised, expropriated or
compulsorily acquired.


 


24.16      Senior Note
Default


 


A Senior Note
Default occurs.


 


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24.17      Material
Adverse Effect


 


Any event or
circumstance occurs which in the opinion of the Administrative Agent (acting on
the instructions of an Instructing Group) would or might have a Material
Adverse Effect.


 


24.18      Consents


 


Any consent,
authorisation, licence, certificate or approval of a registration with or declaration
to any government authority or official required in connection with this
Agreement, including, without limitation:


 


(i)            any
Necessary Authorisations; or


 


(ii)           the
registration of any Collateral Vessels; or


 


(iii)         the
operation, use, management, maintenance, employment or otherwise in respect of
any Collateral Vessel,


 


is modified or
amended in a manner unsatisfactory to the Administrative Agent or is withheld,
terminated or not renewed, or otherwise ceases to be in full force and effect.


 


24.19      Cancellation
of Insurances


 


A notice of
cancellation in respect of the Insurances is given and not rescinded before
such cancellation becomes effective unless replacement insurance coverage
complying with the terms of this Agreement is effected by the relevant Obligor
or other responsible person before such cancellation becomes effective.


 


24.20      Acceleration


 


Upon the
occurrence of an Event of Default and while the same is continuing at any time
thereafter, the Administrative Agent may (and, if so instructed by an
Instructing Group, shall) by written notice to the Borrower:


 


(a)           declare
all or any part of the Outstandings to be immediately due and payable
(whereupon the same shall become so payable together with accrued interest
thereon and any other sums then owed by any Obligor under the Finance
Documents) or declare all or any part of the Outstandings to be due and payable
on demand of the Administrative Agent; and/or


 


(b)           declare
that any undrawn portion of the Facility shall be cancelled, whereupon the same
shall be cancelled and the corresponding Commitment of each Lender shall be
reduced to zero; and/or


 


(c)           exercise
or direct the Security Trustee to exercise any rights and remedies (including
any right to demand cash collateral by deposit in such interest-bearing account
as the Administrative Agent may specify under the Security Documents).


 


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24.21      Repayment
on Demand


 


If, pursuant
to paragraph (a) of Clause 24.20 (Acceleration), the Administrative Agent
declares all or any part of the Outstandings to be due and payable on demand of
the Administrative Agent, then, and at any time thereafter, the Administrative
Agent may (and, if so instructed by an Instructing Group, shall) by written
notice to the Borrower:


 


(a)           require
repayment of all or the relevant part of the Advances on such date as it may
specify in such notice (whereupon the same shall become due and payable on such
date together with accrued interest thereon and any other sums then owed by any
Obligor under the Finance Documents) or withdraw its declaration with effect
from such date as it may specify in such notice; and/or


 


(b)           select
as the duration of any Interest Period which begins whilst such declaration
remains in effect a period of 6 months or less.


 


25.          DEFAULT INTEREST


 


25.1        Consequences
of Non-Payment


 


If any sum due
and payable by an Obligor under this Agreement is not paid on the due date
therefor in accordance with the provisions of Clause 30 (Payments) or if any sum due
and payable by an Obligor pursuant to a judgment of any court in connection
with this Agreement is not paid on the date of such judgment, the period
beginning on such due date or, as the case may be, the date of such judgment
and ending on the Business Day which the obligation of such Obligor to pay the
Unpaid Sum is discharged shall be divided into successive periods, each of
which (other than the first) shall start on the last day of the preceding such
period (which shall be a Business Day) and the duration of each of which shall
(except as otherwise provided in this Clause 25 (Default Interest)) be selected by the Administrative Agent.


 


25.2        Default
Rate


 


During each
such period relating thereto as is mentioned in Clause 25.1 (Consequences
of Non-Payment) an Unpaid Sum shall bear interest at the rate
per annum which is the sum from time to time of 2%, the Margin and LIBOR as the
case may be on the Quotation Date therefor, provided that:


 


(a)           if,
for any such period, LIBOR cannot be determined, the rate of interest applicable
to each Lender’s portion of such Unpaid Sum shall be the rate per annum which
is the sum of 2%, the Margin, (as aforesaid) and the rate per annum notified to
the Administrative Agent by such Lender as soon as practicable after the
beginning of such period as being that which expresses as a percentage rate per
annum the cost to such Lender of funding from whatever sources it may select
its portion of such Unpaid Sum during such period; and


 


(b)           if
such Unpaid Sum is all or part of an Advance which became due and payable on a
day other than the last day of an Interest Period relating thereto, the first
Interest Period applicable to it shall be of a duration equal to the unexpired
portion of that Interest Period 


 


83

















 


and the rate of interest applicable thereto
from time to time during such Interest Period shall be that which exceeds by 2%
the rate which would have been applicable to it had it not so fallen due.


 


25.3        Maturity
of Default Interest


 


Any interest
which shall have accrued under Clause 25.2 (Default Rate) in respect of
an Unpaid Sum shall be due and payable and shall be paid by the Obligor owing
such sum at the end of the period by reference to which it is calculated or on
such other dates as the Administrative Agent may specify by written notice to
such Obligor.


 


25.4        Construction
of Unpaid Sum


 


Any Unpaid Sum
shall (for the purposes of this Clause 25 (Default Interest), Clause 12 (Increased
Costs) and Clause 28 (Borrower’s Indemnities)) be treated as an
advance and accordingly in those provisions the term “Advance” includes any
Unpaid Sum and the term “Interest Period”, in relation to an Unpaid Sum,
includes each such period relating thereto as is mentioned in Clause 25.1 (Consequences
of Non-Payment).


 


26.          GUARANTEE AND INDEMNITY


 


26.1        Guarantee


 


Each Guarantor
irrevocably and unconditionally guarantees, jointly and severally, to each of
the Finance Parties the due and punctual payment by each Obligor of all sums
payable by it under each of the Finance Documents to the Finance Parties (or
any of them) and agrees that promptly on demand it will pay to the
Administrative Agent each and every sum of money which such Obligor is at any
time liable to pay to any Finance Party under or pursuant to any Finance
Document which is due but unpaid.


 


26.2        Indemnity


 


Each Guarantor
irrevocably and unconditionally agrees, jointly and severally, as primary
obligor and not only as surety, to indemnify and hold harmless each Finance
Party on demand by the Administrative Agent from and against any loss incurred
by such Finance Party as a result of any of the obligations of any Obligor
under or pursuant to any Finance Document being or becoming void, voidable,
unenforceable or ineffective as against such Obligor for any reason whatsoever
(whether or not known to that Finance Party or any other person) the amount of
such loss being the amount which the Finance Party suffering it would otherwise
have been entitled to recover from that Obligor.


 


26.3        Continuing
and Independent Obligations


 


The
obligations of each Guarantor under this Agreement shall constitute and be
continuing obligations which shall not be released or discharged by any
intermediate payment or settlement of all or any of the obligations of the
Obligors under the Finance Documents, shall continue in full force and effect
until the unconditional and irrevocable payment and discharge in full of all
amounts owing by the Obligors under each of the Finance Documents and are in
addition to and 


 


84

















 


independent
of, and shall not prejudice or merge with, any other security (or right of
set-off) which any Finance Party may at any time hold in respect of such
obligations or any of them.


 


26.4        New
Accounts


 


If the Administrative
Agent makes demand of the Guarantors or any of them pursuant to this Clause 26
(Guarantee and Indemnity):


 


(a)           the
Administrative Agent may open a new account or accounts in respect of the
liabilities of the Obligors to which this guarantee relates or any of them (and
if it does not do so it shall be treated as if it had done so at the time it
made such demand); and


 


(b)           thereafter
any amounts paid by any Obligor (or any other person) to the Administrative
Agent in respect of the liabilities of the Obligors under any of the Finance
Documents shall be credited (or be treated as having been credited) to a new
account and not as having been applied in or towards payment of such
liabilities or any of them.


 


26.5        Avoidance
of Payments


 


Where any
release, discharge or other arrangement in respect of any obligation of the
Obligors, or any Encumbrances any Finance Party may hold therefor, is given or
made in reliance on any payment or other disposition which is avoided or must
be repaid (whether in whole or in part) in an insolvency, liquidation or
otherwise and whether or not any Finance Party has conceded or compromised any
claim that any such payment or other disposition will or should be avoided or
repaid (in whole or in part), the provisions of this Clause 26 (Guarantee and Indemnity) shall continue as
if such release, discharge or other arrangement had not been given or made.


 


26.6        Immediate
Recourse


 


None of the
Finance Parties shall be obliged, before exercising or enforcing any of the
rights conferred upon them in respect of the Guarantors by this Agreement or by
Law, to seek to recover amounts due from the Obligors or to exercise or enforce
any other rights or Encumbrances any of them may have or hold in respect of any
of the obligations of the Obligors (or any of them) under any of the Finance
Documents.


 


26.7        Waiver of
Defences


 


Neither the
obligations of the Guarantors contained in this Agreement nor the rights,
powers and remedies conferred on the Finance Parties in respect of the
Guarantors by this Agreement or by Law shall be discharged, impaired or
otherwise affected by:


 


(a)           the
winding-up, dissolution, administration or re-organisation of an Obligor or any
other person or any change in the status, function, control or ownership of an
Obligor or any such other person;


 


(b)           any of
the obligations of the Obligor or any other person under any Finance Document
or any security held by any Finance Party therefor being or becoming illegal,
invalid, unenforceable or ineffective in any respect;


 


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(c)           any
time or other indulgence being granted to or agreed (i) to or with any Obligor
or any other person in respect of its obligations or (ii) in respect of any
security granted under any Finance Documents;


 


(d)           any
amendment to, or any variation, waiver or release of, any obligation of, or any
security granted by, any Obligor or any other person under any Finance
Document;


 


(e)           any
total or partial failure to take, or perfect, any security proposed to be taken
in respect of the obligations of any Obligor or any other person under the
Finance Documents;


 


(f)            any
total or partial failure to realise the value of, or any release, discharge,
exchange or substitution of, any security held by any Finance Party in respect
of the Obligors’ obligations under any Finance Document; or


 


(g)           any
other act, event or omission which might operate to discharge, impair or
otherwise affect any of the obligations of any of the Guarantors under this
Agreement or any of the rights, powers or remedies conferred upon the Finance
Parties or any of them by this Agreement or by Law.


 


26.8        No
Competition


 


Any rights
which any Guarantor may at any time have by way of contribution or indemnity in
relation to any of the obligations of any Obligor under any of the Finance
Documents (including any right of contribution arising under Clause 26.11 (Guarantor’s Right of Contribution)) or to
claim or prove as a creditor of such Obligor or any other person or its estate
in competition with the Finance Parties or any of them, shall be exercised by
such Guarantor only if and to the extent that the Administrative Agent so
requires and in such manner and upon such terms as the Administrative Agent may
specify and each Guarantor shall hold any moneys, rights or Encumbrances held
or received by it as a result of the exercise of any such rights on trust for
the Administrative Agent for application in or towards payment of any sums at
any time owed by the Obligors or any of them under any of the Finance Documents
as if such moneys, rights or Encumbrances were held or received by the
Administrative Agent under this Agreement.


 


26.9        Appropriation


 


No Finance
Party shall be obliged to apply any sums held or received by it in respect of
the obligations of the Obligors under any of the Finance Documents in or
towards payment of amounts owing under any of the Finance Documents, and any
such sum may, in the relevant Finance Party’s discretion, be credited to a
suspense or impersonal account and held in such account pending the application
from time to time (as the relevant Finance Party may think fit) of such sums in
or towards the discharge of such liabilities owed to it under the Finance
Documents as such Finance Party may select.


 


26.10      Limitation
of Liabilities


 


In respect of
any existing credit facility (an “Existing
Facility”) which is to be discharged pursuant to and in accordance
with Clause 4.1(e)(i) (Conditions to
Drawdown) and Clause 22.3(c) (Financial
Indebtedness) to which a Guarantor is a party as a guarantor and/or
a 


 


86

















 


borrower, to
the extent that the granting of a guarantee and/or the provision of an
indemnity by such Guarantor pursuant to this Clause 26 (Guarantee and Indemnity) would cause a
default under such Existing Facility, such guarantee and indemnity shall become
effective, automatically and immediately, upon the release of the guarantee
(and/or if applicable, discharge of principal obligations) to the extent that
such release or discharge constitutes a full release or discharge of all such
obligations of the relevant Guarantor in respect of such Existing Facility (and
not before such release or discharge).


 


26.11      Guarantor’s
Right of Contribution


 


At any time a
payment in respect of the Guaranteed Obligations is made under this Clause 26 (Guarantee and Indemnity), the right of
contribution of each Guarantor against each other Guarantor shall be determined
as provided in the immediately following sentence, with the right of
contribution of each Guarantor to be revised and restated as of each date on
which a payment (a “Relevant Payment”)
is made in respect of the Guaranteed Obligations under this Clause 26 (Guarantee and Indemnity).  At any time that a Relevant Payment is made
by a Guarantor that results in the aggregate payments made by such Guarantor in
respect of the Guaranteed Obligations to and including the date of the Relevant
Payment exceeding such Guarantor’s Contribution Percentage (as defined below)
of the aggregate payments made by all Guarantors in respect of the Guaranteed
Obligations to and including the date of the Relevant Payment (such excess, the
“Aggregate Excess Amount”), each
such Guarantor shall have a right of contribution against each other Guarantor
who has made no payment or has made payments in respect of the Guaranteed
Obligations to and including the date of the Relevant Payment in an aggregate
amount less than such other Guarantor’s Contribution Percentage of the
aggregate payments made to and including the date of the Relevant Payment by
all Guarantors in respect of the Guaranteed Obligations (the aggregate amount
of such deficit, the “Aggregate Deficit
Amount”) in an amount equal to (x) a fraction, the numerator of
which is the Aggregate Excess Amount of such Guarantor and the denominator of
which is the Aggregate Excess Amount of all Guarantors multiplied by (y) the
Aggregate Deficit Amount of such other Guarantor.  A Guarantor’s right of contribution pursuant to the preceding
sentences shall arise at the time of each computation, subject to adjustment to
the time of each computation.  In this
Clause 26.11 (Guarantor’s Right of
Contribution):


 


(i)            each
Guarantor’s “Contribution Percentage” shall mean the percentage obtained by dividing (x) the Adjusted
Net Worth (as defined below) of such Guarantor by (y) the aggregate Adjusted
Net Worth of all Guarantors;


 


(ii)           the “Adjusted Net Worth” of
each Guarantor shall mean the greater of (x) the Applicable Net Worth (as
defined below) of such Guarantor and (y) zero; and


 


(iii)         the “Applicable Net Worth”
of each Guarantor shall mean the amount by which the fair saleable value of
such Guarantor’s assets on the date of any Relevant Payment exceeds its
existing debts and other liabilities (including contingent liabilities, but
without giving effect to any Guaranteed Obligations arising under this Clause
26 (Guarantee and Indemnity) or
any guaranteed obligations arising under any guarantee of the Senior Notes) on
such date.


 


87

















 


Each of the Guarantors
recognises and acknowledges that the rights to contribution arising hereunder
shall constitute an asset in favour of the party entitled to such
contribution.  In this respect, each
Guarantor has the right to waive its contribution right against any Guarantor
to the extent that after giving effect to such waiver such Guarantor would
remain solvent, in the determination of an Instructing Group.


 


26.12      No
Fraudulent Conveyance


 


Each Guarantor
and each Finance Party (by its acceptance of the benefits of the provisions of
this Clause 26 (Guarantee and Indemnity))
hereby confirms that it is its intention that the provisions of this Clause 26
(Guarantee and Indemnity) not
constitute a fraudulent transfer or conveyance for the purposes of the
Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar law of the United States of America or any state
thereof, or of the Republic of Liberia. 
To effect the foregoing intention, each Guarantor and each Finance Party
(by its acceptance of the benefits of the provisions of this Clause 26 (Guarantee and Indemnity)) hereby
irrevocably agrees that the Guaranteed Obligations guaranteed by such Guarantor
shall be limited to such amount as will, after giving effect to such maximum
amount and all other (contingent or otherwise) liabilities of such Guarantor
that are relevant under such laws and after giving effect to any rights to
contribution of such Guarantor from the other Guarantors pursuant to Clause
26.11 (Guarantor’s Right of Contribution)
(calculated as if such maximum amount had been discharged in full by such
Guarantor), result in the Guaranteed Obligations of such Guarantor in respect
of such maximum amount not constituting a fraudulent transfer or conveyance.


 


27.          AGENT AND OBLIGORS’ AGENT


 


27.1        Appointment
of the Administrative Agent


 


Each of the
other Finance Parties appoints the Administrative Agent to act as its agent
under and in connection with the Finance Documents and authorises the
Administrative Agent to exercise the rights, powers, authorities and
discretions specifically delegated to it under or in connection with the
Finance Documents together with any other incidental rights, powers,
authorities and discretions.


 


27.2        Duties of
the Administrative Agent


 


(a)           The
Administrative Agent shall promptly inform each Lender of the contents of any
notice or document received by it in its capacity as Administrative Agent from
any of the Obligors under this Agreement.


 


(b)           The
Administrative Agent shall promptly notify the Lenders of the occurrence of any
Event of Default or any other default by an Obligor in the due performance of
or compliance with its obligations under any Finance Document upon becoming
aware of the same.


 


(c)           If so
instructed by an Instructing Group, the Administrative Agent shall refrain from
exercising any power or discretion vested in it as agent under any Finance
Document.


 


88

















 


(d)           The
duties of the Administrative Agent under the Finance Documents are, save to the
extent otherwise expressly provided, solely mechanical and administrative in
nature.


 


27.3        Role of
the Mandated Lead Arrangers and Arrangers


 


Except as
specifically provided in the Finance Documents, the Mandated Lead Arrangers and
Arrangers shall have no obligations of any kind to any other party under or in
connection with any Finance Document.


 


27.4        No
Fiduciary Duties


 


(a)           Nothing
in the Finance Documents constitutes the Administrative Agent, the Mandated
Lead Arrangers or the Arrangers as a trustee or fiduciary of any other person.


 


(b)           None
of the Administrative Agent, the Mandated Lead Arrangers or the Arrangers shall
be bound to account to any Lender for any sum or the profit element of any sum
received by it for its own account.


 


27.5        Business
with the Group


 


The
Administrative Agent, the Mandated Lead Arrangers and the Arrangers may accept
deposits from, lend money to and generally engage in any kind of banking or
other business with any member of the Group.


 


27.6        Discretion
of the Administrative Agent


 


(a)           The
Administrative Agent may rely on:


 


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


 


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


 


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


 


(i)            no
Default has occurred;


 


(ii)           any
right, power, authority or discretion vested in this Agreement upon any party,
the Lenders or an Instructing Group has not been exercised; and


 


(iii)         any
notice or request made by the Borrower is made on behalf of and with the
consent and knowledge of all the Obligors.


 


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


 


89

















 


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


 


27.7        Instructing
Group’s Instructions


 


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


 


(b)           Unless
a contrary indication appears in a Finance Document, any instructions given by
an Instructing Group will be binding on all the Finance Parties.


 


(c)           The
Administrative Agent may refrain from acting in accordance with the
instructions of an Instructing Group (or, if appropriate, all the Lenders)
until it has received such security or collateral as it may require for any
cost, loss or liability which it may incur in complying with such instructions.


 


(d)           In the
absence of instructions from an Instructing Group (or, if appropriate, all the
Lenders), the Administrative Agent may act (or refrain from taking action) in
accordance with what it considers to be the best interest of the Lenders.


 


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


 


27.8        No
Responsibility


 


The
Administrative Agent, the Mandated Lead Arrangers and the Arrangers are not:


 


(a)           responsible
for the adequacy, accuracy and/or completeness of any information (whether oral
or written) supplied by any Finance Party or an Obligor or any other person in
or in connection with any Finance Document, including but not limited to the
Offering Memorandum, the Projections, the Reports and the Annual Budgets (if
any); or


 


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


 


27.9        Exclusion
of Liability


 


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


 


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(b)           Each
of the Lenders agrees that it will not take any proceedings, or assert or seek
to assert any claim, against any officer, employee or agent of the
Administrative Agent in respect of any claim it might have against the Administrative
Agent or in respect of any act or omission of any kind by that officer,
employee or agent in relation to any Finance Document and agrees that any
officer, employee or agent of the Administrative Agent may enforce this
provision.


 


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


 


27.10      Lender’s
Indemnity


 


Each Lender
shall in its relevant Proportion (as determined at all times for these purposes
in accordance with paragraph (c) of the definition of “Proportion”) indemnify
the Administrative Agent from time to time on demand by the Administrative
Agent against any cost, loss or liability incurred by the Administrative Agent
(otherwise than by reason of its gross negligence or wilful misconduct) in
acting as Administrative Agent under the Finance Documents (unless it has been
reimbursed therefor by an Obligor pursuant to the terms of the Finance
Documents).


 


27.11      Resignation


 


(a)           The
Administrative Agent may resign and appoint one of its Affiliates as successor
Administrative Agent by giving notice to the Lenders and the Borrower.


 


(b)           Alternatively
the Administrative Agent may resign without having designated a successor as
agent under paragraph (a) above (and shall resign if so required by an
Instructing Group) by giving notice to the Lenders and the Borrower, in which
case an Instructing Group (after consultation with the Borrower) may appoint a
successor Administrative Agent.


 


(c)           If an
Instructing Group has not appointed a successor Administrative Agent in
accordance with paragraph (b) above within 30 days after notice of resignation
was given, the Administrative Agent (after consultation with the Borrower) may
appoint a successor Administrative Agent.


 


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


 


(e)           The
resignation notice of the Administrative Agent shall only take effect upon the
appointment of a successor Administrative Agent.


 


(f)            Upon
the appointment of a successor, the retiring Administrative Agent shall be
discharged from any further obligation in respect of the Finance Documents but
shall 


 


91

















 


remain entitled to the benefit of this Clause
27 (Agent and Obligors’ Agent).  The Administrative Agent’s successor and
each of the other parties to this Agreement shall have the same rights and
obligations amongst themselves as they would have had if such successor
Administrative Agent had been an original party as the Administrative Agent.


 


27.12      Confidentiality


 


(a)           The
Administrative Agent (in acting as agent for the other Finance Parties) shall
be regarded as acting through its respective agency division which in each case
shall be treated as a separate entity from any other of its divisions or
departments.


 


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


 


(c)           Notwithstanding
any other provision of any Finance Document to the contrary but without
prejudice to Clause 37 (Taxation and
Structural Matters), the Finance Parties are not obliged to disclose
to any other person (i) any confidential information or (ii) any other
information if the disclosure would, or might in its reasonable opinion,
constitute a breach of any Law.


 


27.13      Facility
Office


 


The
Administrative Agent may treat each Lender as a Lender, entitled to payments
under this Agreement and acting through its Facility Office unless it has received
not less than 5 Business Days’ prior notice from that Lender to the contrary in
accordance with the terms of this Agreement.


 


27.14      Credit
Appraisal by the Lenders


 


Without
affecting the responsibility of any Obligor for information supplied by it or
on its behalf in connection with any Finance Document, each Lender confirms to
the Administrative Agent, the Mandated Lead Arrangers and the Arrangers that it
has been, and will continue to be, solely responsible for making its own
independent appraisal and investigation of all risks arising under or in
connection with any Finance Document including but not limited to:


 


(a)           the
financial condition, status and nature of each member of the Group;


 


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


 


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


 


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(d)           the
adequacy, accuracy and/or completeness of the Projections, the Offering
Memorandum, the Reports and any other information provided by the
Administrative Agent, the Mandated Lead Arrangers, the Arrangers or by any
other person under or in connection with any Finance Document, the transactions
contemplated by the Finance Documents or any other agreement, arrangement or
document entered into, made or executed in anticipation of, under or in
connection with any Finance Document.


 


27.15      Deduction
from Amounts Payable by the Administrative Agent


 


If any party
owes an amount to the Administrative Agent under any Finance Document, the
Administrative Agent may, after giving notice to that party, deduct an amount
not exceeding that amount from any payment to that party which the
Administrative Agent would otherwise be obliged to make under the Finance
Documents and apply the amount deducted in or towards satisfaction of the
amount owed.  For the purposes of the
Finance Documents, that party shall be regarded as having received such payment
without any such deduction.


 


27.16      Obligors’
Agent


 


(a)           Each
Obligor (other than the Borrower) irrevocably authorises the Borrower to act on
its behalf as its agent in relation to the Finance Documents and irrevocably
authorises:


 


(i)            the
Borrower on its behalf to supply all information concerning itself, its
financial condition and otherwise to the relevant persons contemplated under
this Agreement and to give all notices and instructions under the Finance
Documents and to execute on its behalf any Finance Document and to enter into
any agreement in connection with the Finance Documents notwithstanding that the
same may affect such Obligor, without further reference to or the consent of
such Obligor; and


 


(ii)           each
Finance Party to give any notice, demand or other communication to be given to
or served on such Obligor pursuant to the Finance Documents to the Borrower on
its behalf,


 


and
in each such case such Obligor will be bound thereby as though such Obligor
itself had supplied such information, given such notice and instructions,
executed such Finance Document and agreement or received any such notice,
demand or other communication.


 


(b)           Every
act, omission, agreement, undertaking, settlement, waiver, notice or other
communication given or made by the Obligors’ Agent under any Finance Document,
or in connection with this Agreement (whether or not known to any other Obligor
and whether occurring before or after such Obligor became an Obligor under this
Agreement), shall be binding for all purposes on all other Obligors as if the
other Obligors had expressly made, given or concurred with the same.  In the event of any conflict between any
notices or other communications of the Obligors’ Agent and any other Obligor,
those of the Obligors’ Agent shall prevail.


 


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27.17      Co-operation
with the Administrative Agent


 


Each Lender
and each Obligor will co-operate with the Administrative Agent to complete any
legal requirements imposed on the Administrative Agent in connection with the
performance of its duties under this Agreement and shall supply any information
requested by the Administrative Agent in connection with the proper performance
of those duties.


 


28.          BORROWER’S INDEMNITIES


 


28.1        Funding
Indemnity


 


Borrower
agrees at all times to indemnify protect, defend and hold harmless each Lender
against any loss it may suffer or incur as a result of its funding or making
arrangements to fund its portion of an Advance requested by the Borrower under
this Agreement but not made by reason of the operation of any one or more of
the provisions of this Agreement (save as a result of its own gross negligence
or wilful default).


 


28.2        Break
Costs


 


(a)           The
Borrower shall, within 3 Business Days of demand by a Finance Party, pay to
that Finance Party its Break Costs attributable to all or any part of any
Advance or Unpaid Sum being paid by the Borrower on a day other than the last
day of an Interest Period for that Advance or Unpaid Sum.


 


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


 


28.3        Miscellaneous
Indemnities


 


The Borrower
shall fully indemnify each Finance Party severally on demand in respect of all
claims, expenses, liabilities and losses which may be made or brought against
or incurred by a Finance Party, in any country, as a result of or in connection
with:


 


(a)           any
action taken, or omitted or neglected to be taken, under or in connection with
any Finance Document by the Administrative Agent, the Security Trustee or any
other Finance Party or by any receiver appointed under a Finance Document; or


 


(b)           any
other Pertinent Matter.


 


Without
prejudice to its generality, this Clause 28.3 covers any claims, expenses,
liabilities and losses which arise, or are asserted, under or in connection
with any law relating to safety at sea, the ISM Code or any Environmental Law.


 


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29.          CURRENCY OF ACCOUNT


 


29.1        Currency


 


The dollar is
the currency of account and payment for each and every sum at any time due from
any Obligor under this Agreement provided that:


 


(a)           each
repayment of any Outstandings or Unpaid Sum (or part thereof) shall be made in
the currency in which those Outstandings or such Unpaid Sum are denominated on
their due date;


 


(b)           interest
shall be payable in the currency in which the sum in respect of which such
interest is payable was denominated when that interest accrued;


 


(c)           each
payment in respect of costs and expenses shall be made in the currency in which
the same were incurred; and


 


(d)           each
payment pursuant to Clause 11.2 (Tax Indemnity) or Clause 12.1 (Increased
Costs) shall be made in the currency specified by the Finance Party
claiming under it.


 


29.2        Currency
Indemnity


 


If any sum due
from an Obligor under a Finance Document or any order or judgment given or made
in relation to a Finance Document has to be converted from the currency (the “first currency”) in which the same is
payable under such Finance Document or under such order or judgment into
another currency (the “second currency”)
for the purpose of (a) making or filing a claim or proof against such
Obligor, (b) obtaining an order or judgment in any court or other tribunal
or (c) enforcing any order or judgment given or made in relation to such
Finance Document, the Borrower shall indemnify and hold harmless each of the
persons to whom such sum is due from and against any loss suffered or incurred
as a result of any discrepancy between (x) the rate of exchange used for
such purpose to convert the sum in question from the first currency into the
second currency and (y) the rate or rates of exchange at which such person
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.


 


30.          PAYMENTS


 


30.1        Payment
to the Administrative Agent


 


On each date
on which this Agreement requires an amount to be paid by an Obligor or any of
the Lenders under this Agreement, such Obligor or, as the case may be, such
Lender shall make the same available to the Administrative Agent by payment in
same day funds (or such other funds as may for the time being be customary for
the settlement of transactions in the relevant currency) to such account or
bank as the Administrative Agent may have specified for this purpose and any
such payment which is made for the account of another person shall be made in
time to enable the Administrative Agent to make available such person’s portion
of it to such other person in accordance with Clause 30.2 (Same Day Funds).


 


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30.2        Same Day
Funds


 


Subject to the
terms of this Agreement, each payment received by the Administrative Agent for
the account of another person shall be made available by the Administrative
Agent to such other person (in the case of a Lender, for the account of its
Facility Office) for value the same day by transfer to such account of such
person with such bank as such person shall have previously notified to the
Administrative Agent for this purpose.


 


30.3        Clear
Payments


 


Any payment
required to be made by an Obligor under this Agreement shall be calculated
without reference to any set-off or counterclaim and shall be made free and
clear of, and without any deduction for or on account of, any set-off or
counterclaim.


 


30.4        Partial
Payments


 


If the
Administrative Agent receives a payment that is insufficient to discharge all
the amounts then due and payable by an Obligor under the Finance Documents, the
Administrative Agent shall, unless otherwise instructed by all the Lenders,
apply that payment towards the obligations of that Obligor under the Finance
Documents in the following order:


 


(a)           first, in or towards payment pro rata of any unpaid fees, costs and
expenses incurred by the Administrative Agent and the Security Trustee under the Finance Documents;


 


(b)           secondly, in or towards payment pro rata of any accrued interest or
commission due but unpaid under any Finance Document;


 


(c)           thirdly, in or towards payment pro rata of any principal due but unpaid
under any Finance Document; and


 


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


 


and such
application shall override any appropriation made by an Obligor.


 


30.5        Indemnity


 


Where a sum is
to be paid under this Agreement to the Administrative Agent for the account of
another person, the Administrative Agent shall not be obliged to make the same
available to that other person (or to enter into or perform any exchange
contract in connection therewith) until it has been able to establish to its
satisfaction that it has actually received such sum, but if it does so and it
proves to be the case that it had not actually received such sum, then the
person to whom such sum (or the proceeds of such exchange contract) was (or
were) so made available shall on request refund the same to the Administrative
Agent together with an amount sufficient to indemnify and hold harmless the
Administrative Agent from and against any cost or loss it may have suffered or
incurred by reason of its having paid out such sum (or the proceeds of such
exchange contract) prior to its having received such sum.


 


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31.          SET-OFF


 


31.1        Right to
Set-off


 


Each of the
Obligors authorises each Lender to apply any credit balance to which such
Obligor is entitled on any account of such Obligor with that Lender in
satisfaction of any sum due and payable from such Obligor to such Lender under
this Agreement but unpaid and for this purpose, each Lender is authorised to
purchase with the moneys standing to the credit of any such account such other
currencies as may be necessary to effect such application.


 


31.2        No
Obligation


 


No Lender shall
be obliged to exercise any right given to it by Clause 31.1 (Right to
Set-Off).


 


32.          SHARING AMONG THE FINANCE
PARTIES


 


32.1        Payments
to Finance Parties


 


If a Finance
Party (a “Recovering Finance Party”)
receives or recovers any amount from an Obligor other than in accordance with
Clause 30 (Payments)
and applies that amount to a payment due under the Finance Documents then:


 


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


 


(b)           the
Administrative Agent shall determine whether the receipt or recovery is in
excess of the amount the Recovering Finance Party would have been paid had the
receipt or recovery been received or made by the Administrative Agent and
distributed in accordance with Clause 30.4 (Partial Payments), without taking account
of any tax which would be imposed on the Administrative Agent in relation to
the receipt, recovery or distribution; and


 


(c)           the
Recovering Finance Party shall, within 3 Business Days of demand by the
Administrative Agent, pay to the Administrative Agent an amount (the “Sharing Payment”)
equal to such receipt or recovery less any amount which the Administrative
Agent determines may be retained by the Recovering Finance Party as its share
of any payment to be made, in accordance with Clause 30.4 (Partial Payments).


 


32.2        Redistribution
of Payments


 


The
Administrative Agent shall treat the Sharing Payment as if it had been paid by
the relevant Obligor and distribute it between the Finance Parties (other than
the Recovering Finance Party) in accordance with Clause 30.4 (Partial
Payments).


 


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32.3        Recovering
Finance Party’s Rights


 


(a)           On a
distribution by the Administrative Agent under Clause 32.2 (Redistribution
of Payments), the Recovering Finance Party will be subrogated to the
rights of the Finance Parties which have shared in the redistribution.


 


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


 


32.4        Reversal
of Redistribution


 


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


 


(a)           each
Finance Party which has received a share of the relevant Sharing Payment
pursuant to Clause 32.2 (Redistribution of Payments)  shall,
upon the request of the Administrative Agent, pay to the Administrative Agent
for account of that Recovering Finance Party an amount equal to its share of
the Sharing Payment (together with an amount as is necessary to reimburse that
Recovering Finance Party for its share of any interest on the Sharing Payment
which that Recovering Finance Party is required to pay); and


 


(b)           that
Recovering Finance Party’s rights of subrogation in respect of any
reimbursement shall be cancelled and the relevant Obligor will be liable to the
reimbursing Finance Party for the amount so reimbursed.


 


32.5        Exceptions


 


(a)           This
Clause 32 (Sharing Among the Finance Parties)
shall not apply to the extent that the Recovering Finance Party would not,
after making any payment pursuant to this Clause, have a valid and enforceable
claim against the relevant Obligor.


 


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


 


(i)            it
notified such other Finance Party of the legal or arbitration proceedings; and


 


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


 


33.          CALCULATIONS AND ACCOUNTS


 


33.1        Day Count
Convention


 


Interest shall
accrue from day to day and shall be calculated on the basis of a year of 360
days and the actual number of days elapsed.


 


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33.2        Reference
Banks


 


Save as
otherwise provided in this Agreement, on any occasion a Reference Bank or
Lender fails to supply the Administrative Agent with an interest rate quotation
required of it under the foregoing provisions of this Agreement, the rate for
which such quotation was required shall be determined from those quotations
which are supplied to the Administrative Agent.


 


33.3        Maintain
Accounts


 


Each Lender
shall maintain in accordance with its usual practice accounts evidencing the
amounts from time to time lent by and owing to it under this Agreement.


 


33.4        Control
Accounts


 


The
Administrative Agent shall maintain on its books a control account or accounts
in which shall be recorded:


 


(a)           the
amount of any Advance or Unpaid Sum and each Lender’s share in it;


 


(b)           the
amount of all principal, interest and other sums due or to become due from each
of the Obligors to any of the Lenders under the Finance Documents and each
Lender’s share in it; and


 


(c)           the
amount of any sum received or recovered by the Administrative Agent under this
Agreement and each Lender’s share in it.


 


33.5        Prima
Facie Evidence


 


In any legal
action or proceeding arising out of or in connection with this Agreement, the
entries made in the accounts maintained pursuant to Clause 33.3 (Maintain
Accounts) and Clause 33.4 (Control Accounts) shall be prima
facie
evidence of the existence and amounts of the specified obligations of the
Obligors.


 


33.6        Certificate
of Finance Party


 


A certificate
of a Finance Party as to the amount for the time being required to indemnify it
against any Tax Liability pursuant to Clause 11.2 (Tax Indemnity) or any Increased Cost pursuant to Clause 12.1
(Increased
Costs) shall be prima facie evidence of the existence and
amounts of the specified obligations of the Borrower.


 


33.7        Certificate
of the Administrative Agent


 


A certificate
of the Administrative Agent as to the amount at any time due from the Borrower
under this Agreement (or the amount which, but for any of the obligations of
the Borrower under this Agreement being or becoming void, unenforceable or
ineffective, at any time, would have been due from the Borrower under this
Agreement) shall, in the absence of manifest error, be prima facie evidence for the
purposes of Clause 26 (Guarantee and Indemnity) and the other
provisions of this Agreement.


 


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34.          ASSIGNMENTS AND TRANSFERS


 


34.1        Successors
and Assignees


 


This Agreement
shall be binding upon and enure to the benefit of each party to this Agreement
and its or any subsequent successors, permitted assignees and Transferees.


 


34.2        Assignment
or Transfers by Obligors


 


None of the
rights, benefits and obligations of an Obligor under this Agreement shall be
capable of being assigned or transferred and each Obligor undertakes not to
seek to assign or transfer any of its rights, benefits and obligations under
this Agreement without the prior written consent of all of the Lenders.


 


34.3        Assignments
or Transfers by Lenders


 


Any Lender
may, at any time, assign all or any of its rights and benefits under the
Finance Documents in accordance with Clause 34.4 (Assignments) or transfer all
or any of its rights, benefits and obligations under the Finance Documents in
accordance with Clause 34.5 (Transfer Certificate) without the consent
of any other party save that:


 


(a)           in the
absence of any Default, any such assignment or transfer shall be subject to the
prior consent of the Borrower (such consent not to be unreasonably withheld or
delayed); and


 


(b)           such
assignment or transfer shall be in respect of a principal amount of the
Facility of at least $5,000,000.


 


34.4        Assignments


 


If any Lender
wishes to assign all or any of its rights and benefits under the Finance
Documents, unless and until the relevant assignee has agreed with the other
Finance Parties that it shall be under the same obligations towards each of
them as it would have been under if it had been an original party to the
Finance Documents as a Lender, such assignment shall not become effective and
the other Finance Parties shall not be obliged to recognise such assignee as
having the rights against each of them which it would have had if it had been
such a party to this Agreement.


 


34.5        Transfer
Certificate


 


If any Lender
wishes to transfer all or any of its rights, benefits and/or obligations under
the Finance Documents, such transfer may be effected by novation through the
delivery to the Administrative Agent of a duly completed and duly executed
Transfer Certificate in which event, on the later of the Transfer Date
specified in such Transfer Certificate and the fifth Business Day after (or
such earlier Business Day endorsed by the Administrative Agent on such Transfer
Certificate falling on or after) the date of delivery of such Transfer
Certificate to the Administrative Agent:


 


(a)           to the
extent that in such Transfer Certificate the Lender party to it seeks to
transfer its rights, benefits and obligations under the Finance Documents, each
of the Obligors and 


 


100

















 


such Lender shall be released from further
obligations towards one another under the Finance Documents and their
respective rights against one another shall be cancelled (such rights and
obligations being referred to in this Clause 34.5 as “discharged rights and obligations”);


 


(b)           each
of the Obligors and the Transferee party to it shall assume obligations towards
one another and/or acquire rights against one another which differ from the
discharged rights and obligations only insofar as such Obligor and such
Transferee have assumed and/or acquired the same in place of such Obligor and
such Lender;


 


(c)           the
other Finance Parties and the Transferee shall acquire the same rights and
benefits and assume the same obligations between themselves as they would have
acquired and assumed had such Transferee been an original party to the Finance
Documents as a Lender with the rights, benefits and obligations acquired or
assumed by it as a result of such transfer; and


 


(d)           such
Transferee shall become a party to this Agreement as a Lender.


 


34.6        Transfer
Fee


 


On the date
upon which a transfer takes effect pursuant to Clause 34.5 (Transfer
Certificate), the Transferee in respect of such transfer shall pay
to the Administrative Agent for its own account a transfer fee of $3,000
provided that this fee shall not be payable by any Lender being party to this
Agreement on the date of this Agreement in respect of transfers made by such
Lender prior to the Termination Date.


 


34.7        Disclosure
of Information


 


Without
prejudice to Clause 37 (Taxation and
Structural Matters), any Lender may disclose to any of its
Affiliates, to any actual or potential assignee or Transferee, to any person
who may otherwise enter into contractual relations with such Lender in relation
to this Agreement or any person to whom, and to the extent that, information is
required to be disclosed by any applicable Law, such information about the
Obligors and the Group as such Lender shall consider appropriate.


 


35.          COSTS AND EXPENSES


 


35.1        Transaction
Costs


 


The Borrower
shall, from time to time on demand of the Administrative Agent, indemnify the
Administrative Agent, the Security Trustee and each of the Mandated Lead
Arrangers for all costs and expenses (including legal fees and disbursements)
incurred by them in connection with the negotiation, preparation and execution
of the Finance Documents and the completion of the transactions therein contemplated
and the primary syndication of the Facility.


 


101

















 


35.2        Preservation
and Enforcement Costs


 


The Borrower
shall, from time to time on demand of the Administrative Agent, indemnify each
Finance Party for all costs and expenses (including legal fees and
disbursements) incurred in or in connection with the preservation and/or
enforcement of any of the rights of such Finance Party under the
Finance Documents.


 


35.3        Stamp
Taxes


 


The Borrower
shall pay all stamp, registration, documentary and other taxes (including any
penalties, additions, fines, surcharges or interest relating thereto) to which
any of the Finance Documents or any judgment given in connection therewith is
or at any time may be subject and shall, from time to time on demand of the
Administrative Agent, indemnify the Finance Parties against any liabilities,
costs, claims and expenses resulting from any failure to pay or any delay in
paying those taxes.  The Administrative
Agent shall be entitled (but not obliged) to pay those taxes (whether or not
they are its primary responsibility) and to the extent that it does so claim
under this Clause 35.3.


 


35.4        Compensation


 


The Borrower
shall, from time to time on demand of the Administrative Agent (and without
prejudice to the provisions of Clause 35.2 (Preservation and Enforcement Costs) and
Clause 35.5 (Amendments and Waivers)) compensate the Administrative Agent
at such daily and/or hourly rates as the Administrative Agent shall from time
to time reasonably determine for all time expended by the Administrative Agent,
its directors, officers and employees, and for all costs and expenses
(including telephone, fax, copying, travel and personnel costs) they may incur,
in connection with the Administrative Agent taking such action as it may
consider appropriate in connection with:


 


(a)           the
granting or proposed granting of any waiver or consent requested under any of
the Finance Documents by the Obligors or any of them;


 


(b)           any
actual, potential or suspected breach by an Obligor of any of its obligations
under any of the Finance Documents;


 


(c)           the
occurrence of any Default; or


 


(d)           any
amendment or proposed amendment of any of the Finance Documents requested by
the Obligors or any of them.


 


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35.5        Amendments
and Waivers


 


If an Obligor
requests any amendment or waiver in accordance with Clause 42 (Amendments),
the relevant Obligor shall, on demand of the Administrative Agent, reimburse
the Finance Parties for all costs and expenses (including legal fees and
disbursements) incurred by any of the Finance Parties in responding to or
complying with such request.


 


35.6        Management
Time of the Administrative Agent


 


Any amount
payable to the Administrative Agent under this Clause 35 (Costs and Expenses) shall include the cost
of utilising its management time or other resources and will be calculated on
the basis of such reasonable daily or hourly rates as it may notify to the
Borrower and the Lenders, and is in addition to any fee paid or payable to it
under Clause 10 (Commissions and Fees).


 


35.7        Lenders’
Indemnity


 


If any Obligor
fails to perform any of its obligations under this Clause 35 (Costs and Expenses), each Lender shall
indemnify and hold harmless each of the Administrative Agent, the Mandated Lead
Arrangers, the Arrangers and/or the Security Trustee (as applicable) from and
against its Proportion (as determined at all times for these purposes in
accordance with paragraph (c) of the definition of “Proportion”) of any loss
incurred by any of them as a result of such failure and the relevant Obligor
shall forthwith reimburse each Lender for any payment made by it pursuant to
this Clause.


 


35.8        Value
Added Tax


 


(a)           All
amounts expressed to be payable under any Finance Document by any Obligor to a
Finance Party shall be exclusive of any VAT. 
If VAT is chargeable on any supply made by a Finance Party to any
Obligor under any Finance Document (whether that supply is taxable pursuant to
the exercise of an option or otherwise), that Obligor shall pay to that Finance
Party (in addition to and at the same time as paying that consideration) an
amount equal to the amount of the VAT as further consideration.


 


(b)           No
payment or other consideration to be made or furnished to any Obligor pursuant
to or in connection with any Finance Document may be increased or added to by
reference to (or as a result of any increase in the rate of) any VAT which
shall be or may become chargeable in respect of any taxable supply.


 


(c)           Where
a Finance Document requires any party to reimburse a Finance Party for any
costs or expenses, that party shall also pay any amount of those costs or
expenses incurred referable to VAT chargeable thereon.


 


35.9        Indemnity
Payments


 


Where under
any Finance Document an Obligor has an obligation to indemnify or reimburse any
Protected Party in respect of any loss or payment, the calculation of the
amount payable by way of indemnity or reimbursement shall take account of the
likely tax treatment in the hands of that 


 


103

















 


Protected
Party (as determined by such Protected Party) of the amount payable by way of
indemnity or reimbursement and of the loss or payment in respect of which that
amount is payable.


 


36.          REMEDIES AND WAIVERS


 


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


 


37.          TAXATION AND STRUCTURAL MATTERS


 


Notwithstanding
any of the other provisions of this Agreement, each Obligor and each Finance
Party hereby agrees that any party hereto and each employee, representative or
other agent of such party may disclose to any and all persons, without limitation
of any kind, the tax treatment and tax structure applicable in the United
States of America to the transactions contemplated under the Finance Documents
and any materials whatsoever (including opinions or other tax analyses) that
are provided to each such party relating to such tax treatment and tax
structure, other than any information for which non-disclosure is reasonably
necessary in order to comply with applicable securities law.


 


38.          CONSEQUENTIAL DAMAGES


 


In no event
shall any Finance Party be liable on any theory of liability for any special,
indirect, consequential or punitive damages and each Obligor (for itself and in
respect of each of its Subsidiaries (if any)) hereby waives, releases and
agrees not to sue upon any such claim for any such damages, whether or not
accrued and whether or not known or suspected to exist in its favour.


 


39.          NOTICES AND DELIVERY
OF INFORMATION


 


39.1        Writing


 


Each
communication to be made under this Agreement shall be made in writing and,
unless otherwise stated, shall be made by fax or letter.


 


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39.2        Giving of
Notice


 


Any
communication or document to be made or delivered by one person to another
pursuant to this Agreement shall in the case of any person other than a Lender
or an Obligor (unless that other person has by 15 days’ written notice to the
Administrative Agent specified another address) be made or delivered to that
other person at the address identified with its signature below, in the case of
a Lender, at the address from time to time designated by it to the
Administrative Agent for the purpose of this Agreement (or, in the case of a
Transferee at the end of the Transfer Certificate to which it is a party as
Transferee) or in the case of any Obligor, to ‘c/o Frontline Management AS,
P.O. Box 1327 Vika, N-0112 Oslo (Attn: Finance Department; Fax: + 47 23 11 40
44; Tel: + 47 23 11 4000)’ and shall be deemed to have been made or delivered
when despatched (in the case of any communication made by fax) or (in the case
of any communication made by letter) when left at the address or (as the case
may be) 5 days after being deposited in the post postage prepaid in an envelope
addressed to it at that address provided that, any communication or document to
be made or delivered to the Administrative Agent shall be effective only when
received by the Administrative Agent and then only if the same is expressly
marked for the attention of the department or officer identified with the
Administrative Agent’s signature below (or such other department or officer as
the Administrative Agent shall from time to time specify for this purpose).


 


39.3        Use of
Websites


 


(a)           An
Obligor may satisfy its obligation under this Agreement to deliver any
information in relation to those Lenders (the “Website
Lenders”) who accept as a method of communication
the posting of information onto an electronic website designated by the
Borrower and the Administrative Agent (the “Designated
Website”) if:


 


(i)            the
Administrative Agent expressly agrees (after consultation with each of the
Lenders) that it will accept communication of the information by this method;


 


(ii)           both
the Borrower and the Administrative Agent are aware of the address of, and any
relevant password specifications for, the Designated Website; and


 


(iii)         the
information is in a format previously agreed between the Borrower and the
Administrative Agent.


 


If
any Lender (a “Paper Form Lender”)
does not agree to the delivery of information electronically then the
Administrative Agent shall notify the Borrower accordingly and the Borrower
shall supply the information to the Administrative Agent (in sufficient copies
for each Paper Form Lender) in paper form.


 


(b)           The
Administrative Agent shall supply each Website Lender with the address of, and
any relevant password specifications for, the Designated Website following
designation of that website by the Borrower and the Administrative Agent.


 


(c)           The
Borrower shall, promptly upon becoming aware of its occurrence, notify the
Administrative Agent if:


 


105

















 


(i)            the
Designated Website cannot be accessed due to technical failure;


 


(ii)           the
password specifications for the Designated Website change;


 


(iii)         any new
information which is required to be provided under this Agreement is posted
onto the Designated Website;


 


(iv)          any
existing information which has been provided under this Agreement and posted
onto the Designated Website is amended; or


 


(v)            the
Borrower becomes aware that the Designated Website or any information posted
onto the Designated Website is or has been infected by any electronic virus or
similar software.


 


If
the Borrower notifies the Administrative Agent under paragraph (c)(i) or
paragraph (c)(v) above, all information to be provided by the Borrower under
this Agreement after the date of that notice shall be supplied in paper form
unless and until the Administrative Agent and each Website Lender is satisfied
that the circumstances giving rise to the notification are no longer continuing.


 


(d)           Any
Website Lender may request, through the Administrative Agent, one paper copy of
any information required to be provided under this Agreement which is posted
onto the Designated Website. The Borrower shall comply with any such request
within 10 Business Days.


 


39.4        Electronic
Communication


 


(a)           Any
communication to be made between the Administrative Agent and a Lender under or
in connection with the Finance Documents may be made by electronic mail or
other electronic means, if the Administrative Agent and the relevant Lender:


 


(i)            agree
that, unless and until notified to the contrary, this is to be an accepted form
of communication;


 


(ii)           notify
each other in writing of their electronic mail address and/or any other
information required to enable the sending and receipt of information by that
means; and


 


(iii)         notify
each other of any change to their address or any other such information
supplied by them.


 


(b)           Any
electronic communication made between the Administrative Agent and a Lender
will be effective only when actually received in readable form and in the case
of any electronic communication made by a Lender to the Administrative Agent
only if it is addressed in such a manner as the Administrative Agent shall
specify for this purpose.


 


106

















 


40.          ENGLISH LANGUAGE


 


Except as
permitted by the Administrative Agent, each communication and document made or
delivered by one party to another pursuant to this Agreement shall be in the
English language or accompanied by a translation of it into English certified
(by an officer of the person making or delivering the same) as being a true and
accurate translation of it.


 


41.          PARTIAL INVALIDITY


 


If, at any
time, any provision of this Agreement is or becomes illegal, invalid or
unenforceable in any respect under the Law of any jurisdiction, such
illegality, invalidity or unenforceability shall not affect:


 


(a)           the
legality, validity or enforceability of the remaining provisions of this
Agreement; or


 


(b)           the legality,
validity or enforceability of such provision under the Law of any other
jurisdiction.


 


42.          AMENDMENTS


 


42.1        Amendments


 


Except as
provided in Clauses 42.2 (Consent), 42.3 (Technical Amendments) and
42.4 (Guarantees
and Security), the Administrative Agent, if it has the prior written
consent of an Instructing Group, and the Obligors affected thereby, may from
time to time agree in writing to amend this Agreement or to waive,
prospectively or retrospectively, any of the requirements of this Agreement and
any amendments or waivers so agreed shall be binding on all the Finance Parties
and the Obligors.


 


42.2        Consent


 


An amendment
or waiver relating to the following matters shall not be made without the prior
written consent of each Lender affected thereby:


 


(a)           any
increase in the Commitment of such Lender;


 


(b)           a
reduction in the proportion of any amount received or recovered (whether by way
of set-off, combination of accounts or otherwise) in respect of any amount due
from an Obligor under this Agreement to which any Lender is entitled;


 


(c)           a
decrease in the Margin or any other interest payment, or fees or other amounts
due under this Agreement to any Lender from an Obligor or any other party to
this Agreement;


 


(d)           any
change in the currency of account;


 


107

















 


(e)           the
deferral of the date for payment of any principal, interest, fee or any other
amount due under this Agreement to any Lender from an Obligor or any other
party to this Agreement;


 


(f)            the
deferral of the Termination Date, the Consolidation Date or the Maturity Date;


 


(g)           the
provisions of Clause 34.3 (Assignments or
Transfers by Lenders);


 


(h)           any
reduction to the percentage set forth in the definition of Instructing Group;
or


 


(i)            a
change to any provision which contemplates the need for the consent or approval
of all the Lenders.


 


42.3        Technical
Amendments


 


Notwithstanding
Clause 42.1 (Amendments), the Administrative Agent may determine
administrative matters and make technical amendments arising out of manifest
errors on the face of this Agreement, where such amendments would not prejudice
or otherwise be adverse to the position of any Lender under this Agreement,
without reference to the Lenders.


 


42.4        Guarantees
and Security


 


A waiver of
issuance or the release of any Guarantor from any of its obligations under
Clause 26 (Guarantee
and Indemnity) other than in accordance with the terms of this
Agreement or a release of any Encumbrances under the Security Documents other
than in accordance with the terms of the Finance Documents shall require the
prior written consent of all the Lenders.


 


42.5        Amendments
affecting the Administrative Agent


 


Notwithstanding
any other provision of this Agreement, the Administrative Agent shall not be
obliged to agree to any amendment or waiver if the same would:


 


(a)           amend
or waive any provision of Clause 27 (Agent and Obligors’ Agent), Clause 28.3 (Miscellaneous Indemnities),  Clause 35 (Costs and Expenses) or this
Clause 42 (Amendments); or


 


(b)           otherwise
amend or waive any of the Administrative Agent’s rights under this Agreement or
subject the Administrative Agent
to any additional obligations under this Agreement.


 


43.          THIRD PARTY RIGHTS


 


(a)           A
person which is not a party to this Agreement (a “third
party”) shall have no right to enforce any of its
provisions except that:


 


(i)            a
third party shall have those rights it would have had if the Contracts (Rights
of Third Parties) Act 1999 had not come into effect; and


 


108

















 


(ii)           each
of Clause 11.2 (Tax Indemnity),
Clause 12 (Increased Costs) and
Clause 27.9 (Exclusion of Liability)
shall be enforceable by any third party referred to in such clause as if such
third party were a party to this Agreement.


 


(b)           The
parties to this Agreement may without the consent of any third party (including
the Parent, the Manager or the Charterer) vary or rescind this Agreement.


 


44.          COUNTERPARTS


 


This Agreement
may be executed in any number of counterparts and all of such counterparts taken
together shall be deemed to constitute one and the same instrument.


 


45.          GOVERNING LAW


 


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


 


46.          JURISDICTION


 


46.1        Courts of
England


 


Each of the
parties to this Agreement irrevocably agrees for the benefit of each of the
Finance Parties that the courts of England shall have exclusive jurisdiction to
hear and determine any suit, action or proceedings, and to settle any disputes,
which may arise out of or in connection with this Agreement (respectively “Proceedings” and “Disputes”) and, for such purposes,
irrevocably submits to the jurisdiction of such courts.


 


46.2        Waiver


 


Each of the
Obligors irrevocably waives any objection which it might now or hereafter have
to Proceedings being brought or Disputes being settled in the courts of England
and agrees not to claim that any such court is an inconvenient or inappropriate
forum.


 


46.3        Service
of Process


 


Each of the
Obligors agrees that the process by which any Proceedings in England are begun
may be served on it by being delivered to Maritime Recovery Limited (Attn:
Nicholas Sherriff) of 20, Salcott Road, P.O.Box 293, London SW11 6DJ, United
Kingdom (or, if different, its registered office for the time being).  If the appointment of the person mentioned
in this Clause ceases to be effective in respect of any of the Obligors, the
relevant Obligor shall immediately appoint a further person in England to
accept service of process on its behalf in England and, failing such appointment
within 15 days, the Administrative Agent shall be entitled to appoint such
person by notice to the relevant Obligor. Nothing contained in this Agreement
shall affect the right to serve process in any other manner permitted by Law.


 


46.4        Proceedings
in Other Jurisdictions


 


Nothing in
Clause 46.1 (Courts of England) shall (and shall not be construed so as
to) limit the right of the Finance Parties or any of them to take Proceedings
against any of the Obligors in any 


 


109

















 


other court of
competent jurisdiction nor shall the taking of Proceedings in any one or more
jurisdictions preclude the taking of Proceedings in any other jurisdiction
(whether concurrently or not) if and to the extent permitted by applicable Law.


 


46.5        General
Consent


 


Each of the
Obligors consents generally in respect of any Proceedings to the giving of any
relief or the issue of any process in connection with such Proceedings
including the making, enforcement or execution against any property whatsoever
(irrespective of its use or intended use) of any order or judgment which may be
made or given in such Proceedings.


 


46.6        Waiver of
Immunity


 


To the extent
that any Obligor may in any jurisdiction claim for itself or its assets or
revenues immunity from suit, execution, attachment (whether in aid of
execution, before judgment or otherwise) or other legal process and to the
extent that in any such jurisdiction there may be attributed to itself, its
assets or revenues such immunity (whether or not claimed), such Obligor
irrevocably agrees not to claim, and irrevocably waives, such immunity to the
full extent permitted by the laws of such jurisdiction.


 


This
Agreement has been entered into on the date stated at the beginning of this
Agreement.


 


110

















 


SCHEDULE 1

LENDERS AND COMMITMENTS


 


	
  Lenders

  	
   

  	
  Commitments
  (US$)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Crédit Agricole Indosuez

  	
   

  	
  95,000,000.00

  	
   

  
	
  Fortis Bank (Nederland) N.V.

  	
   

  	
  95,000,000.00

  	
   

  
	
  Skandinaviska Enskilda Banken AB (publ.)

  	
   

  	
  95,000,000.00

  	
   

  
	
  Nordea Bank Norge ASA

  	
   

  	
  88,000,000.00

  	
   

  
	
  Citibank, N.A.

  	
   

  	
  75,000,000.00

  	
   

  
	
  DnB NOR Bank ASA

  	
   

  	
  75,000,000.00

  	
   

  
	
  HSH Nordbank AG

  	
   

  	
  75,000,000.00

  	
   

  
	
  Scotiabank Europe plc

  	
   

  	
  75,000,000.00

  	
   

  
	
  SWEDBANK (FöreningsSparbanken AB (publ))

  	
   

  	
  75,000,000.00

  	
   

  
	
  The Governor and Company of the Bank of
  Scotland

  	
   

  	
  75,000,000.00

  	
   

  
	
  ING Bank N.V. (Norway)

  	
   

  	
  70,000,000.00

  	
   

  
	
  Deutsche Bank AG in Hamburg

  	
   

  	
  32,500,000.00

  	
   

  
	
  Schiffshypothekenbank zu Lübeck AG

  	
   

  	
  32,500,000.00

  	
   

  
	
  Danish Ship Finance (Danmarks
  Skibskreditfond)

  	
   

  	
  25,000,000.00

  	
   

  
	
  Deutsche Schiffsbank Aktiengesellschaft

  	
   

  	
  25,000,000.00

  	
   

  
	
  NIB Capital Bank N.V.

  	
   

  	
  25,000,000.00

  	
   

  
	
  Vereins-und Westbank AG

  	
   

  	
  25,000,000.00

  	
   

  
	
  TOTAL

  	
   

  	
  1,058,000,000.00

  	
   

  



 


111

















 


SCHEDULE 2

FORM OF TRANSFER CERTIFICATE


 


To:          Nordea
Bank Norge ASA (the “Administrative Agent”)


 


TRANSFER
CERTIFICATE


 


This Transfer
Certificate relates to the credit facility agreement (the “Credit Facility Agreement”) dated 17  February
2004 entered into between the Borrower, Citigroup Global Markets Limited
and Nordea Bank Norge ASA (the “Bookrunners”),
Citigroup Global Markets Limited, Nordea Bank Norge ASA, Fortis Bank
(Nederland) N.V., Crédit Agricole Indosuez, Skandinaviska Enskilda Banken AB
(publ.), DnB NOR Bank ASA, HSH Nordbank AG, Scotiabank Europe plc, Swedbank
(FöreningsSparbanken AB (publ)), The Governor and Company of the Bank of
Scotland, ING Bank N.V. (Norway), Deutsche Bank AG in Hamburg and
Schiffshypothekenbank zu Lübeck AG (the “Mandated
Lead Arrangers”), the Administrative Agent, Nordea Bank Norge ASA
(the “Security Trustee”), Danish
Ship Finance (Danmarks Skibskreditfond),  NIB Capital Bank N.V.  and Vereins-und Westbank AG
(the “Arrangers”), the entities
named therein as original guarantors (the “Original
Guarantors”) and the entities named therein as lenders (the “Lenders”). 
Terms defined or construed in the Credit Facility Agreement shall have
the same meanings and constructions when used in this Transfer Certificate.


 


1.             Terms
defined or construed in the Credit Facility Agreement shall have the same
meanings and constructions when used in this Transfer Certificate.  The terms “Lender”, “Transferee”, “Lender’s
Participation” and “Portion Transferred” are defined in the Schedule to this
Transfer Certificate.


 


2.             The
Lender:


 


(a)           confirms
that the details in the Schedule to this Transfer Certificate are an accurate
summary of the Lender’s participation in the Agreement and the Interest Periods
or Terms (as the case may be) for existing Advances as at the date of this
Transfer Certificate; and


 


(b)           requests
the Transferee to accept and procure the transfer to the Transferee of the
Portion Transferred by countersigning and delivering this Transfer Certificate
to the Administrative Agent at its address for the service of notices
designated to the Administrative Agent in accordance with the Credit Facility
Agreement.


 


3.             The
Transferee requests the Administrative Agent to accept this Transfer
Certificate as being delivered to the Administrative Agent pursuant to and for
the purposes of Clause 34.5 (Transfer Certificate) of the Credit
Facility Agreement so as to take effect in accordance with the terms of it on
the Transfer Date or on such later date as may be determined in accordance with
the terms of it.


 


112

















 


4.             The
Transferee confirms that it has received a copy of the Credit Facility
Agreement together with such other information as it has required in connection
with this transaction and that it has not relied and will not rely on the
Lender to check or enquire on its behalf into the legality, validity,
effectiveness, adequacy, accuracy or completeness of any such information and
further agrees that it has not relied and will not rely on the Lender to assess
or keep under review on its behalf the financial condition, creditworthiness,
condition, affairs, status or nature of any Obligor.


 


5.             The
Transferee undertakes with the Lender and each of the other parties to the
Credit Facility Agreement that it will perform in accordance with their terms
all those obligations which by the terms of the Credit Facility Agreement will
be assumed by it after delivery of this Transfer Certificate to the
Administrative Agent and satisfaction of the conditions (if any) subject to which
this Transfer Certificate is expressed to take effect.


 


6.             The
Lender makes no representation or warranty and assumes no responsibility with
respect to the legality, validity, effectiveness, adequacy or enforceability of
the Credit Facility Agreement, any other Finance Document or other document
relating to it and assumes no responsibility for the financial condition of any
Obligor or for the performance and observance by any Obligor of any of its
obligations under the Credit Facility Agreement, any Finance Document or any
other document relating to it and any and all such conditions and warranties,
whether express or implied by Law or otherwise, are excluded.


 


7.             The
Lender gives notice that nothing in this Transfer Certificate or in the Credit
Facility Agreement (or any Finance Document or other document relating to it)
shall oblige the Lender (a) to accept a re-transfer from the Transferee of the
whole or any part of its rights, benefits and/or obligations under the Credit
Facility Agreement transferred pursuant to this Transfer Certificate or (b)
to support any losses directly or indirectly sustained or incurred by the
Transferee for any reason whatsoever (including the failure by any Obligor or
any other party to the Credit Facility Agreement (or any document relating to
it) to perform its obligations under any such document) and the Transferee
acknowledges the absence of any such obligation as is referred to in
(a) and (b) above.


 


8.             This
Transfer Certificate and the rights, benefits and obligations of the parties
under this Transfer Certificate shall be governed by and construed in
accordance with English Law.


 


113

















 


The
Schedule


 


	
  1.

  	
  Lender:

  
	
   

  	
   

  
	
  2.

  	
  Transferee:

  
	
   

  	
   

  
	
  3.

  	
  Transfer Date:

  
	
   

  	
   

  
	
  4.

  	
  Lender’s Participation in
  Facility                                     Portion
  Transferred

  
	
   

  	
   

  
	
   

  	
  Lender’s Available Commitment*

  
	
   

  	
   

  
	
  5.

  	
  Lender’s Participation in
  Outstandings          Interest
  Period          Portion
  Transferred

  
	
   

  	
   

  



 


 












*              Details
of the Lender’s Available Commitment should not be completed after the
Termination Date.


 


114

















 


	
  [Lender]

  	
   

  	
  [Transferee]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  By:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
  Date:

  



 


 


Administrative
Details of Transferee and its Facility Office


 


Facility Office
Address:


 


Contact Name:


 


Account for
Payments:


 


Fax:


 


Telephone:


 


115

















 


SCHEDULE 3


 


PART I - CONDITIONS PRECEDENT TO FIRST DRAWDOWN


 


1.             Corporate Documents


 


In relation to
each Original Obligor, the Parent, the Charterer and the Manager:


 


(a)           a copy
of its up to date constitutional documents and, if applicable, a good standing
certificate;


 


(b)           a copy
of a board resolution or resolutions approving the execution, delivery and
performance of the Transaction Documents to which it is party and the terms and
conditions thereof and authorising a named person or persons to sign the
Transaction Documents to which it is party and any documents to be delivered by
such party pursuant thereto;


 


(c)           if
applicable, a copy of a resolution or resolutions of its shareholders approving
the execution, delivery and performance of the Transaction Documents to which
it is party and the terms and conditions thereto; and


 


(d)           a duly
completed certificate of a duly authorised officer in substantially the form
set out in Part III of Schedule 3 (Form of Corporate Certificate) (as amended
in respect of any documents to be delivered subsequently pursuant to and in
accordance with Clause 4.1(i)(Conditions to
Drawdown)).


 


2.             Authorisations and Clearances


 


A copy of each Necessary Authorisation
requested by the Administrative Agent.


 


3.             Projections and Reports


 


Each of the
following documents, each of which is to be addressed to the Administrative
Agent on behalf of the Finance Parties or is to be delivered with written
confirmation that it can be relied upon by the Finance Parties:


 


(a)           the Additional Projections (if any); and


 


(b)           the Initial Appraisal Package relating to each Collateral Vessel
(all written confirmations forming part of such Initial Appraisal Packages
together establishing that the Total Collateral Value (as determined in
accordance with this Agreement) is at least $1,950,000,000, without prejudice
to the Collateral Maintenance Test).


 


116

















 


4.             Financial Statements


 


Copies of the
Original Financial Statements.


 


5.             Finance Documents


 


Original
executed copies of the following documents executed by each of the parties
thereto:


 


(a)           this Agreement;


 


(b)           the Initial Security Documents;


 


(c)           the
Security Trust Deed;


 


(d)           the
Fee Letters;


 


(e)           the Deed of Undertaking and


 


(f)            any
other Finance Document required by the Administrative Agent.


 


6.             Senior Note Documents


 


Copies,
certified as true copies by a duly authorised officer of the Borrower or Parent
of the following documents (if applicable) executed by each of the parties
thereto:


 


(a)           the
Offering Memorandum;


 


(b)           the
Senior Note Indenture;


 


(c)           the Senior Note Purchase Agreement; and


 


(d)           the Senior Notes.


 


7.             Other Transaction Documents


 


Copies,
certified as true copies by a duly authorised officer of the Borrower or Parent
of the following documents executed by each of the parties thereto :


 


(a)           the
Performance Guarantee;


 


(b)           the Administrative Services Agreement;


 


(c)           the Charter Ancillary Agreement;


 


(d)           the Commercial Management Agreement; and


 


(e)           the
Fleet Purchase Agreement and each other Acquisition Document for the time being
available to any Obligor.


 


117

















 


8.             Process Agent


 


Written
confirmation from the process agent referred to in Clause 46.3 (Service of
Process) that it
accepts its appointment as process agent of each Obligor, the Parent, the
Charterer and the Manager.


 


9.             Legal Opinions


 


An opinion of:


 


(a)           White
& Case, legal advisers to the Administrative Agent and the Mandated Lead
Arrangers on matters of English law;


 


(b)           Conyers, Dill & Pearman, London on
matters of Bermudan law; and


 


(c)           Kluge Advokatfirma on matters of
Norwegian law;


 


in each case,
addressed to the Finance Parties.


 


10.          Issuance of Senior Notes


 


Evidence
satisfactory to the Administrative Agent that the Borrower has issued the
Senior Notes in accordance with the Senior Note Documents.


 


11.          Available Cash


 


Evidence
satisfactory to the Administrative Agent that the Borrower and the Original
Guarantors between them have (and immediately following the forty seventh
Acquisition, will continue to have) free and available cash on hand of at least
$25,000,000, of which $20,000,000 may be prepaid charter hire.


 


12.          No Conflict


 


In relation to the Borrower, evidence
satisfactory to the Administrative Agent that:


 


(a)           the entry into and performance of the Transaction Documents to which
the Borrower is a party will not breach any borrowing or other Indebtedness limit
to which it is subject; and


 


(b)           the
performance by it of its obligations under the Credit Facility Agreement and
any other agreement or document executed pursuant thereto does not and will not
breach any agreement binding on the Borrower and all Necessary Authorisations
required in connection therewith have been obtained and are current.


 


13.          Solvency of Group


 


Evidence
satisfactory to the Administrative Agent that, following the consummation of
the Transaction and the incurrence of all Indebtedness by the Group (applicable
at such time) in connection with the Transaction, (a) such Group, taken as a
whole, will be solvent during the foreseeable future and able to repay its
debts as they fall due in accordance with its obligations 


 


118

















 


and (b) the
Guarantors at such time and each of their direct and indirect Subsidiaries (if
any), taken as a whole, will be solvent during the foreseeable future and able
to repay their debts as they fall due in accordance with their obligations.


 


14.          Other Documents


 


Any other
documents or evidence which the Administrative Agent may reasonably require.


 


119

















 


PART II - CONDITIONS TO EACH
ACQUISITION


 


1.             Authorisations and Clearances


 


A copy of each Necessary Authorisation requested by the Administrative
Agent, to the extent not already delivered
pursuant to and in accordance with Clause 3 (Conditions
Precedent).


 


2.             Collateral Vessel Security
Documents


 


In relation to
a Collateral Vessel Owner, at least 2 original copies of the following
documents (the “Collateral Vessel Security
Documents”) duly executed by the relevant Collateral Vessel Owner in
respect of the relevant Collateral Vessel, together with all documents required
to be delivered pursuant to the Collateral Vessel Security Documents and
evidence that the Encumbrances constituted thereby have been (or will be)
registered promptly and/or otherwise perfected to the extent required by the
Administrative Agent and in accordance with applicable Law:


 


(a)           a Mortgage;


 


(b)           a Deed of Covenant (if applicable);


 


(c)           a Tripartite Agreement (if applicable);


 


(d)           a Bareboat Charter Assignment (if
applicable); and


 


(e)           a General Assignment.


 


3.             Relevant Bareboat Charters
and Existing Time Charters


 


If applicable, copies, certified as true copies by a duly authorised
officer of the relevant Collateral Vessel Owner of the Relevant Bareboat
Charters (in executed or agreed form, as applicable) or Existing Time Charters
(in executed form) relating to the relevant Collateral Vessel.


 


4.             Management Agreements and
Other Management Agreements


 


Copies, certified as true copies by a duly authorised officer of the
relevant Collateral Vessel Owner of the Management Agreement and (if
applicable) the Other Management Agreement relating to the relevant Collateral
Vessel.


 


5.             Acquisition Documents


 


Copies, certified as true copies by a duly authorised officer of the
relevant Collateral Vessel Owner of all Acquisition Documents relating to the
acquisition of such Collateral Vessel Owner 


 


120

















 


(to the extent not already delivered
pursuant to and in accordance with Clause 3 (Conditions
Precedent)).


 


6.             Time Charter Parties


 


Copies, certified as true copies by a duly authorised officer of the
relevant Collateral Vessel Owner of the Time Charter Party relating to the
relevant Collateral Vessel.


 


7.             Legal Opinions


 


(a)           Opinions
addressed to the Finance Parties from the counsel referred to under paragraph 9
in Part I of Schedule 3 (Condition Precedent
to First Drawdown) in relation to the Transaction Documents
designated by the Administrative Agent, to the extent that such opinions have
not been provided pursuant to and in accordance with Clause 3 (Conditions Precedent).


 


(b)           A
draft opinion from the relevant local counsel in respect of the law of the
jurisdiction (x) in which the relevant Collateral Vessel Owner is incorporated
and (if applicable) (y) in which the relevant Collateral Vessel is registered,
in each case, in a form acceptable to the Mandated Lead Arrangers (to be issued
pursuant to and in accordance with Clause 4.3 (Legal
Opinions)), such local counsel being:


 


(i)            Watson, Farley & Williams in relation to
matters of Marshall Islands, Liberian and (if applicable) French law;


 


(ii)           Khattar Wong & Partners in
relation to matters of Singapore law;


 


(iii)         Higgs & Johnson in relation to
matters of Bahamian law;


 


(iv)          Dickinson, Cruickshank & Co.
in relation to matters of Isle of Man law;


 


(v)            Patton, Moreno & Asvat in
relation to matters of Panamanian law; and/or


 


(vi)          Johnson Stokes & Master in
relation to matters of Hong Kong law,


 


in each case, addressed to the Finance
Parties.


 


8.             Insurance Report and
Certificate


 


The Insurance
Report and Certificate relating to the relevant Collateral Vessel, which is to
be addressed to the Administrative Agent on behalf of the Finance Parties or is
to be delivered with written confirmation that it can be relied upon by the
Finance Parties.


 


9.             Updated Appraisal Package


 


To the extent
required by the Administrative Agent, an Updated Appraisal Package relating to
the relevant Collateral Vessel.


 


121

















 


10.          Collateral Vessels


 


(a)           Documentary
evidence that the Mortgage entered into or to be entered into by the relevant
Collateral Vessel Owner has been duly registered and/or recorded as a valid
first priority ship mortgage in accordance with the laws of the relevant
jurisdiction.


 


(b)           Documentary
evidence that the relevant Collateral Vessel:


 


(i)            is
definitively and permanently registered in the name of the applicable
Collateral Vessel Owner under a flag acceptable to the Administrative Agent,
including, without limitation, certificates of ownership from appropriate
authorities;


 


(ii)           is in the absolute and unencumbered ownership of such Collateral
Vessel Owner, save as contemplated by the Finance Documents;


 


(iii)         maintains
the highest class with a classification society acceptable to the
Administrative Agent and is free of all overdue recommendations and conditions
of such classification society; and


 


(iv)          is
insured in accordance with this Agreement and all requirements herein in
respect of Insurances for the time being applicable have been complied with (in
addition to the delivery of the Insurance Report and Certificate relating to
such Collateral Vessel to the satisfaction of the Administrative Agent).


 


(c)           Copies
of the documents of compliance and of the Collateral Vessel’s Safety Management
Certificate (together with any other details of the applicable safety
management system which the Administrative Agent may require).


 


(d)           The
results of maritime registry searches relating to the relevant Collateral
Vessel.


 


11.          Corporate Certificate


 


A duly
completed certificate of a duly authorised officer of the relevant Collateral
Vessel Owner in substantially the form set out in Part III of Schedule 3 (Form of
Corporate Certificate) (as amended in respect of any documents
already delivered pursuant to and in accordance with Clause 3 (Conditions Precedent)).


 


12.          Acquisition Unconditional


 


Evidence
satisfactory to the Administrative Agent that all conditions precedent to the
consummation of the relevant Acquisition have been satisfied, subject only to
the payment of the relevant Purchase Price.


 


13.          No Conflict


 


Evidence satisfactory to the Administrative
Agent that:


 


(a)           the entry into and performance of the Transaction Documents to which
the relevant Collateral Vessel Owner is a party does not and will not breach
any borrowing or other Indebtedness limit to which it is subject; and


 


122

















 


(b)           the
execution, delivery and performance of an Accession Notice by such Collateral
Vessel Owner if applicable and the performance by it of its obligations under
the Credit Facility Agreement and any other agreement or document executed
pursuant thereto does not and will not breach any agreement binding on such
Collateral Vessel Owner and all Necessary Authorisations required in connection
therewith have been obtained and are current.


 


14.          Conditions Precedent


 


Evidence
satisfactory to the Administrative Agent that each of the documents and other
evidence delivered to it pursuant to Clause 3 (Conditions
Precedent) (other than any legal opinions) in relation to the
relevant Collateral Vessel Owner remain up-to-date and in full force and
effect, and since the delivery of such documents and other evidence, no
amendment, supplement, waiver or other variation has been made thereto (other
than (if applicable) as approved by the Mandated Lead Arrangers and set out in
such certificate).


 


15.          Other Documents


 


Any other
documents or evidence which the Administrative Agent may reasonably require.


 


123

















 


PART III - FORM OF CORPORATE CERTIFICATE


 


To:          Nordea
Bank Norge ASA  (as the “Administrative
Agent”)


 


We refer to a
credit facility agreement (the “Credit
Facility Agreement”) dated
17 February 2004 entered into between the Borrower, Citigroup Global
Markets Limited and Nordea Bank Norge ASA (the “Bookrunners”), Citigroup Global Markets Limited, Nordea Bank
Norge ASA, Fortis Bank (Nederland) N.V., Crédit Agricole Indosuez,
Skandinaviska Enskilda Banken AB (publ.), DnB NOR Bank ASA, HSH Nordbank AG,
Scotiabank Europe plc, Swedbank (FöreningsSparbanken AB (publ)), The Governor
and Company of the Bank of Scotland, ING Bank N.V. (Norway), Deutsche Bank AG
in Hamburg and Schiffshypothekenbank zu Lübeck AG (the “Mandated Lead Arrangers”), the
Administrative Agent, Nordea Bank Norge ASA (the “Security Trustee”), Danish Ship Finance (Danmarks
Skibskreditfond),  NIB Capital Bank N.V.  and Vereins-und Westbank AG (the “Arrangers”), the entities named therein as
original guarantors (the “Original Guarantors”)
and the entities named therein as Lenders (the “Lenders”).  Terms
defined or construed in the Credit Facility Agreement shall have the same
meanings and constructions when used in this Certificate.


 


I, [name],
a Director of [name of Obligor/Parent/Manager/Charterer] of [address] (the “Company”)


 


CERTIFY that:


 


(a)           attached
to this Certificate marked “A”  are, true, correct, complete and
up-to-date copies of [•]  [For Corporate Certificate to be delivered under Part
I of Schedule 3, refer to each of Transaction Documents (other than any Finance
Document) to be delivered under Part I of Schedule 3.  Each such Transaction Document only required to be delivered and
certified by one Obligor (Borrower should certify principal Transaction
Documents in such Corporate Certificate). 
For Corporate Certificate to be delivered under Part II of Schedule 3,
refer to Transaction Documents relating to relevant Collateral Vessel to be
delivered under Part II of Schedule 3 (relevant Collateral Vessel Owner should
certify such Transaction Documents).];


 


(b)           attached
to this Certificate marked “B” are
true, correct, complete and up-to-date copies of all documents which contain or
establish or relate to the constitution of the Company [and a good standing
certificate in respect of it];


 


(c)           attached
to this Certificate marked “C” is
a true, correct and complete copy of [resolutions duly passed]
at [a
meeting of the Board of Directors and/or Shareholders] of the Company duly
convened and held on [        ]
approving the Transaction Documents to which the Company is a party and
authorising their execution, signature, delivery and 


 


124

















 


performance
and such resolutions have not been amended, modified or revoked and are in full
force and effect;


 


(d)           [attached to this Certificate and marked “D” is a true, correct and complete copy of all the Necessary
Authorisations referred to in Part II of Schedule 3 (Conditions to each Acquisition);]


 


(e)           [attached to this Certificate marked “E” is a true, complete and correct copy of the acceptance by [•] in England of its appointment as agent of the Company for the
purpose of accepting service of process. 
I confirm that such agent’s appointment remains in force as at the date
of this Agreement;]


 


(f)            the
entry into and performance of the Transaction Documents to which the Company is
a party will not breach any borrowing or other Indebtedness limit to which the
Company is subject;


 


(g)           [each of the documents and other evidence delivered to the
Administrative Agent by or on behalf of the Company pursuant to Clause 3 (Conditions Precedent) (other than any
legal opinions) remain up-to-date and in full force and effect, and since the
delivery of such documents and other evidence, no amendment, supplement, waiver
or other variation has been made thereto [(other
than as approved by the Mandated Lead Arrangers pursuant to a written notice
dated [•] 2004);]


 


(h)           [all conditions
precedent to the consummation of the Acquisition of the Company have been
satisfied, subject only to the payment of the relevant Purchase Price;]


 


(i)            [[the
execution, delivery and performance of the Accession Notice and] the performance by the Company of its
obligations under the Credit Facility Agreement and any other agreement or
document (if any) executed pursuant thereto does not and will not breach any
agreement binding on the Company and all Necessary Authorisations required in
connection therewith have been obtained and are current;]
[and]


 


(j)            [following the consummation of the Transaction
and the incurrence of all Indebtedness by the Group (applicable at such time)
in connection with the Transaction, (a) such Group, taken as a whole, will be
solvent during the foreseeable future and able to repay its debts as they fall
due in accordance with its obligations and (b) the Guarantors at such time and
each of their direct and indirect Subsidiaries (if any), taken as a whole, will
be solvent during the foreseeable future and able to repay their debts as they
fall due in accordance with their obligations].


 


[The following signatures are the true signatures of the persons who
have been authorised to sign the relevant Transaction Documents on behalf of
the Company and to give notices and communications (including Drawdown
Requests) under or in connection with the Transaction Documents on behalf of
the Company].*


 












* Include in
respect of the Borrower.


 


125

















 


	
  Name

  	
   

  	
  Position

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [                           ]

  	
   

  	
  [                           ]

  	
   

  	
  [                           ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signed:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  [                           ]

  	
   

  	
   

  
							



 


 


I, [name],
a [Director/Secretary]
of [name of
Obligor/Parent/Manager/Charterer] (the “Company”),
certify that the persons whose names and signatures are set out above are duly
appointed directors of the Company and that the signatures of each of them
above are their respective signatures.


 


	
  Signed:

  	
   

  	
   

  
	
   

  	
  [Director/Secretary]

  
	
   

  	
   

  
	
  Date:

  	
  [                      ]

  



 


126

















 


PART IV - INITIAL SECURITY DOCUMENTS


 


1.             Assignments by each of the Collateral Vessel
Owners in favour of the Security Trustee in respect of (i) the Insurances (ii)
the requisition proceeds (iii) the relevant Management Agreement (iv) the
Administrative Services Agreement (v) the relevant Time Charter Party (vi) the
Charter Ancillary Agreement (vii) the Performance Guarantee and (iix) the
benefit of the assignment referred to under paragraph 10 below.


 


2.             Floating charge by the Charterer in favour of
the Borrower in respect of the assets of the Charterer.


 


3.             Share pledge by the Parent in favour of the Borrower in respect of the
share capital of the Charterer.


 


4.             Share charges/pledges by the Borrower in
favour of the Security Trustee in respect of the share capital of each of the
Original Guarantors.


 


5.             Share charges/pledges by Madeira International Corp. in favour of the
Security Trustee in respect of the share capital of each Collateral Vessel
Owner owned by it.


 


6.             Assignments by the Charterer in favour of
each of the Collateral Vessel Owners in respect of the Commercial Management
Agreement.


 


7.             Assignment by the Borrower in favour of the Security Trustee in respect
of (i) the floating charge by the Charterer (ii) the Performance Guarantee
(iii) the share pledge by the Parent (iv) the Charter Ancillary Agreement (v)
the Fleet Purchase Agreement and (vi) the Administrative Services Agreement.


 


8.             Account pledge by the Charterer in favour of
the Borrower in respect of the Charter Account with the Security Trustee.


 


9.             Assignment by Borrower in favour of the
Security Trustee in respect of the account pledge referred to in paragraph 8
above.


 


10.          Assignments by the Manager in favour of each
Collateral Vessel Owner in respect of the insurances relating to off-hire.


 


11.          Account pledge by the Borrower in favour of
the Security Trustee in respect of the Borrower Account.


 


12.          Letter of undertaking/subordination agreement
by Frontline Management AS and/or the Parent in favour of the Security Trustee
in respect of any off-hire insurance relating to a Collateral Vessel under
which such entities are named as co-assured.


 


127

















 


SCHEDULE 4

FORM OF DRAWDOWN REQUEST


 


From:      Ship
Finance International Limited (the “Borrower”)


 


To:          Nordea Bank
Norge ASA (the “Administrative Agent”)


 


Date: [•]


 


Dear Sirs


 


We refer to a
credit facility agreement (the “Credit
Facility Agreement”) dated
17 February 2004 entered into between the Borrower, Citigroup Global
Markets Limited and Nordea Bank Norge ASA (the “Bookrunners”), Citigroup Global Markets Limited, Nordea Bank
Norge ASA, Fortis Bank (Nederland) N.V., Crédit Agricole Indosuez,
Skandinaviska Enskilda Banken AB (publ.), DnB NOR Bank ASA, HSH Nordbank AG,
Scotiabank Europe plc, Swedbank (FöreningsSparbanken AB (publ)), The Governor
and Company of the Bank of Scotland, ING Bank N.V. (Norway), Deutsche Bank AG
in Hamburg and Schiffshypothekenbank zu Lübeck AG (the “Mandated Lead Arrangers”), the
Administrative Agent, Nordea Bank Norge ASA (the “Security Trustee”), Danish Ship Finance (Danmarks
Skibskreditfond),  NIB Capital Bank N.V.  and Vereins-und Westbank AG (the “Arrangers”), the entities named therein as
original guarantors (the “Original Guarantors”)
and the entities named therein as Lenders (the “Lenders”).  Terms
defined or construed in the Credit Facility Agreement shall have the same
meanings and constructions when used in this request.


 


We give you
notice that, pursuant to the Credit Facility Agreement, we wish the Lenders to
make an Advance on the following terms:


 


(a)           Applicable
Advance Amount: $[        ]


 


(b)           Interest
Period: [              ]


 


(c)           Proposed
date of Advance: [        ]
(or if that day is not a Business Day, the next Business Day)


 


(d)           Collateral Vessel to which such Advance is to relate: [        ]


 


We confirm
that, at the date of this Request, each of the representations deemed to be
repeated pursuant to Clause 15.31 (Repetition)
are true and no Default is continuing or would result from the Advance to which
this Drawdown Request relates.


 


The proceeds
of this drawdown should be credited to the following account:


 


Relevant bank:
[•]


Address: [•]


Account
number: [•]


 


128

















 


Sort code: [•]


Account
holder: [•]


 


 


	
  Yours
  faithfully

  
	
   

  
	
   

  	
   

  
	
   

  
	
  For and on
  behalf of

  
	
   

  
	
  SHIP FINANCE INTERNATIONAL
  LIMITED

  



 


129

















 


SCHEDULE 5

FORM OF ACCESSION NOTICE


 


THIS
ACCESSION NOTICE is entered into on [                        ]
by [insert name
of subsidiary] (the “Subsidiary”)
and [insert name
of Borrower] by way of a deed in favour of the Finance
Parties (as defined in the Credit Facility Agreement referred to below).


 


BACKGROUND


 


A             By a
credit facility agreement (the “Credit
Facility Agreement”) dated 17
February 2004 entered into between Ship Finance International Limited (the “Borrower”), Citigroup Global Markets
Limited and Nordea Bank Norge ASA (the “Bookrunners”),
Citigroup Global Markets Limited, Nordea Bank Norge ASA, Fortis Bank
(Nederland) N.V., Crédit Agricole Indosuez, Skandinaviska Enskilda Banken AB
(publ.), DnB NOR Bank ASA, HSH Nordbank AG, Scotiabank Europe plc, Swedbank
(FöreningsSparbanken AB (publ)), The Governor and Company of the Bank of
Scotland, ING Bank N.V. (Norway), Deutsche Bank AG in Hamburg and
Schiffshypothekenbank zu Lübeck AG (the “Mandated
Lead Arrangers”), Nordea Bank Norge ASA (the “Administrative Agent”), Nordea Bank Norge
ASA (the “Security Trustee”),
Danish Ship Finance (Danmarks Skibskreditfond),  NIB Capital Bank N.V.  and
Vereins-und Westbank AG (the “Arrangers”),
the entities named therein as original guarantors (the “Original Guarantors”) and the entities
named therein as Lenders (the “Lenders”),
the Lenders agreed to provide to the Borrower a $1,058,000,000 credit facility.  Terms defined or construed in the Credit
Facility Agreement have the same meanings and constructions when used in this
Accession Notice.


 


B             [The Borrower has
requested that the Subsidiary become
an Acceding Guarantor pursuant to and in accordance with Clause 23 (Acceding
Guarantors) of the Credit Facility Agreement.]


 


NOW
THIS DEED WITNESS AS FOLLOWS:


 


1.             Terms
defined in the Credit Facility Agreement have the same meanings in this
Agreement.


 


2.             The
Subsidiary is a company duly organised under the laws of [insert relevant jurisdiction].


 


3.             The
Subsidiary confirms that it has received from the Borrower a true and
up-to-date copy of the Credit Facility Agreement and the other Finance
Documents.


 


4.             The
Subsidiary undertakes, upon its becoming a Guarantor, to perform all the
obligations expressed to be undertaken under the Credit Facility Agreement and
the other Finance Documents by a Guarantor and agrees that it shall be bound by
the Credit Facility 


 


130

















 


Agreement
and the other Finance Documents in all respects as if it had been an original
party to it as an Original Guarantor. [Provided that [make such exceptions as may be
necessary to limit the obligations of an Acceding Guarantor to ensure that such
obligations are enforceable in accordance with applicable Law]].


 


5.             The
Borrower:


 


(a)           repeats
each of the representations deemed to be repeated pursuant to Clause 15.31 (Repetition); and


 


(b)           confirms
that no Default is continuing or will occur as a result of the Subsidiary
becoming an Acceding Guarantor.


 


6.             The
Subsidiary makes, in relation to itself, the representations and warranties set
out in Clause 15 (Representations and Warranties) of the Credit Facility
Agreement (to the extent that the same are stated to apply to the Guarantors).]


 


7.             [The
Subsidiary confirms that it has appointed Maritime Recovery Limited of 20,
Salcott Road, P.O.Box 293, London SW11 6DJ, UK, to be its process agent for the
purposes of accepting service of Proceedings on it.]


 


8.             The
Subsidiary’s administrative details for the purposes of the Credit Facility
Agreement are as follows:


 


Address:


 


Contact:


 


Telephone No:


 


Fax No:


 


9.             This
Accession Notice and the rights, benefits and obligations of the parties under
this Accession Notice shall be governed by and construed in accordance with
English law.


 


This Accession
Notice has been executed as a Deed by the Borrower and the Subsidiary and
signed by the Administrative Agent on the date written at the beginning of this
Accession Notice.


 


	
  THE COMMON SEAL of

  	
  )

  	
   

  
	
  [Name of
  Subsidiary]

  	
  )

  	
   

  
	
  was hereunto
  affixed in the

  	
  )

  	
   

  
	
  presence of:

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Director

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  [insert
  name of director]

  



 


131

















 


	
  Director/Secretary

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  [insert
  name of director/secretary]

  



 


[OR]


 


EXECUTED
as a DEED by


 


[Name of
Subsidiary]


 


acting by


 


	
  THE COMMON SEAL of

  	
  )

  	
   

  
	
  Ship Finance International
  Limited

  	
  )

  	
   

  
	
  was hereunto
  affixed in

  	
  )

  	
   

  
	
  the presence
  of:

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Director

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  [insert
  name of director]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Director/Secretary

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  [insert
  name of director/secretary]

  
					



 


OR


 


	
  EXECUTED as a DEED by

  
	
  Ship Finance International Limited

  
	
  acting by

  
	
   

  
	
   

  
	
  THE ADMINISTRATIVE AGENT

  
	
   

  
	
  Nordea Bank Norge ASA

  
	
   

  
	
  By:

  



 


132

















 


SCHEDULE 6

FORM OF DIRECTORS’ COMPLIANCE
CERTIFICATE


 


To:          Nordea
Bank Norge ASA  (the “Administrative
Agent”)


 


Dear Sirs


 


Certificate
dated [        ] in respect of the
period ended [        ] (the
“Certification Date”)


 


We refer to a
credit facility agreement (the “Credit Facility
Agreement”) dated 17 February 2004 entered into between Ship Finance
International Limited (the “Borrower”),
Citigroup Global Markets Limited and Nordea Bank Norge ASA (the “Bookrunners”), Citigroup Global Markets
Limited, Nordea Bank Norge ASA, Fortis Bank (Nederland) N.V., Crédit Agricole
Indosuez, Skandinaviska Enskilda Banken AB (publ.), DnB NOR Bank ASA, HSH
Nordbank AG, Scotiabank Europe plc, Swedbank (FöreningsSparbanken AB (publ)),
The Governor and Company of the Bank of Scotland, ING Bank N.V. (Norway),
Deutsche Bank AG in Hamburg and Schiffshypothekenbank zu Lübeck AG (the “Mandated Lead Arrangers”), the
Administrative Agent, Nordea Bank Norge ASA (the “Security Trustee”), Danish Ship Finance (Danmarks
Skibskreditfond),  NIB Capital Bank N.V.  and Vereins-und Westbank AG (the “Arrangers”), the entities named therein as
original guarantors (the “Original Guarantors”)
and the entities named therein as Lenders (the “Lenders”).  Terms
defined or construed in the Credit Facility Agreement have the same meanings
and constructions when used in this Compliance Certificate.


 


1.             This
Compliance Certificate is provided in accordance with Clause 16.4 (Compliance
Certificates) of the Credit Facility Agreement.


 


2.             [•], being the chief financial officer of the Borrower as at the date
of this Agreement, confirm that the financial covenants contained in Clause 17
(Financial
Condition) of the Credit Facility Agreement have been complied with
as at the Certification Date.


 


3.             Our
confirmation is based on the following:





[Set
out calculations for each condition required to be met by Clause 17 including
each element required to determine relevant amount/ratio]


 


133

















 


4.             We
further confirm that no Default is continuing as at the Certification Date.


 


	
  Signed:

  	
   

  	
  Signed:

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
  Date:

  



 


134

















 


SCHEDULE 7


 


PART I - GROUP STRUCTURE


 





 


135

















 


PART II - COLLATERAL VESSELS


 


	
  Collateral
  Vessel

  Owner

  	
   

  	
  Collateral Vessel

  	
   

  	
  Built

  	
   

  	
  Size (dwt)

  	
   

  	
  Type

  	
   

  	
  Purchase Price ($)

  	
   

  	
  Applicable

  Advance

  Amount ($)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Suezmaxes

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Langkawi Shipping Ltd.

  	
   

  	
  Front Birch

  	
   

  	
  1991

  	
   

  	
  152,000

  	
   

  	
  SH

  	
   

  	
  25,244,984

  	
   

  	
  8,198,452

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sibu Shipping Ltd.

  	
   

  	
  Front Maple

  	
   

  	
  1991

  	
   

  	
  152,000

  	
   

  	
  SH

  	
   

  	
  25,376,672

  	
   

  	
  8,198,452

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Granite Shipping Ltd

  	
   

  	
  Front Granite

  	
   

  	
  1991

  	
   

  	
  142,031

  	
   

  	
  SH

  	
   

  	
  24,651,232

  	
   

  	
  7,964,211

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Puerto Reinosa Shipping Co. S.A.

  	
   

  	
  Front Lillo

  	
   

  	
  1991

  	
   

  	
  147,143

  	
   

  	
  SH

  	
   

  	
  26,168,474

  	
   

  	
  7,964,211

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Front Tujuh Pte Ltd.

  	
   

  	
  Front Emperor

  	
   

  	
  1992

  	
   

  	
  147,273

  	
   

  	
  SH

  	
   

  	
  27,554,389

  	
   

  	
  8,315,573

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Southwest Tankers Inc.

  	
   

  	
  Front Sunda

  	
   

  	
  1992

  	
   

  	
  142,031

  	
   

  	
  SH

  	
   

  	
  26,950,136

  	
   

  	
  8,315,573

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  West Tankers Inc.

  	
   

  	
  Front Comor

  	
   

  	
  1993

  	
   

  	
  142,031

  	
   

  	
  SH

  	
   

  	
  28,427,159

  	
   

  	
  8,784,056

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fourways Marine Limited

  	
   

  	
  Front Spirit

  	
   

  	
  1993

  	
   

  	
  147,273

  	
   

  	
  SH

  	
   

  	
  29,736,708

  	
   

  	
  8,784,056

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Front Pride Shipping Inc.

  	
   

  	
  Front Pride

  	
   

  	
  1993

  	
   

  	
  149,686

  	
   

  	
  DH

  	
   

  	
  35,601,323

  	
   

  	
  18,600,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Front Splendour Shipping Inc.

  	
   

  	
  Front Splendour

  	
   

  	
  1995

  	
   

  	
  149,745

  	
   

  	
  DH

  	
   

  	
  39,519,675

  	
   

  	
  22,200,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Front Glory Shipping Inc.

  	
   

  	
  Front Glory

  	
   

  	
  1995

  	
   

  	
  149,834

  	
   

  	
  DH

  	
   

  	
  39,223,825

  	
   

  	
  22,200,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Front Ardenne Inc.

  	
   

  	
  Front Ardenne

  	
   

  	
  1997

  	
   

  	
  153,000

  	
   

  	
  DH

  	
   

  	
  41,351,909

  	
   

  	
  25,200,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rakis Maritime S.A.

  	
   

  	
  Front Fighter

  	
   

  	
  1998

  	
   

  	
  153,328

  	
   

  	
  DH

  	
   

  	
  41,637,071

  	
   

  	
  26,400,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Patrio Shipping Ltd.

  	
   

  	
  Front Hunter

  	
   

  	
  1998

  	
   

  	
  153,344

  	
   

  	
  DH

  	
   

  	
  41,731,293

  	
   

  	
  26,400,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bolzano Pte.
  Ltd.

  	
   

  	
  Mindanao

  	
   

  	
  1998

  	
   

  	
  158,000

  	
   

  	
  DH

  	
   

  	
  39,320,280

  	
   

  	
  26,400,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Front Brabant Inc.

  	
   

  	
  Front Brabant

  	
   

  	
  1998

  	
   

  	
  153,000

  	
   

  	
  DH

  	
   

  	
  41,358,378

  	
   

  	
  26,400,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  VLCCs

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cirebon Shipping Pte. Ltd.

  	
   

  	
  Front Vanadis

  	
   

  	
  1990

  	
   

  	
  285,782

  	
   

  	
  SH

  	
   

  	
  34,674,308

  	
   

  	
  9,779,583

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fox Maritime Pte. Ltd.

  	
   

  	
  Front Sabang

  	
   

  	
  1990

  	
   

  	
  285,715

  	
   

  	
  SH

  	
   

  	
  33,537,308

  	
   

  	
  9,779,583

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Front Empat Pte. Ltd.

  	
   

  	
  Front Highness

  	
   

  	
  1991

  	
   

  	
  284,420

  	
   

  	
  SH

  	
   

  	
  38,925,161

  	
   

  	
  10,248,067

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Front Lima Pte. Ltd.

  	
   

  	
  Front Lady

  	
   

  	
  1991

  	
   

  	
  284,420

  	
   

  	
  SH

  	
   

  	
  39,234,534

  	
   

  	
  10,248,067

  	
   

  



 


136

















 


	
  Collateral
  Vessel

  Owner

  	
   

  	
  Collateral Vessel

  	
   

  	
  Built

  	
   

  	
  Size (dwt)

  	
   

  	
  Type

  	
   

  	
  Purchase Price ($)

  	
   

  	
  Applicable

  Advance

  Amount ($)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Front Enam Pte. Ltd.

  	
   

  	
  Front Lord

  	
   

  	
  1991

  	
   

  	
  284,420

  	
   

  	
  SH

  	
   

  	
  38,873,902

  	
   

  	
  10,248,067

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Front Tiga Pte. Ltd.

  	
   

  	
  Front Duke

  	
   

  	
  1991

  	
   

  	
  284,420

  	
   

  	
  SH

  	
   

  	
  42,285,596

  	
   

  	
  10,775,109

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sea Ace Corp.

  	
   

  	
  Front Ace

  	
   

  	
  1993

  	
   

  	
  275,546

  	
   

  	
  SH

  	
   

  	
  44,126,960

  	
   

  	
  11,126,472

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Front Dua Pte. Ltd.

  	
   

  	
  Front Duchess

  	
   

  	
  1993

  	
   

  	
  284,480

  	
   

  	
  SH

  	
   

  	
  45,451,803

  	
   

  	
  11,126,472

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Edinburgh Navigation S.A.

  	
   

  	
  Edinburgh

  	
   

  	
  1993

  	
   

  	
  302,493

  	
   

  	
  SH

  	
   

  	
  42,938,988

  	
   

  	
  11,770,636

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Golden Bayshore Shipping Corporation

  	
   

  	
  Navix Astral

  	
   

  	
  1996

  	
   

  	
  275,644

  	
   

  	
  SH

  	
   

  	
  49,683,613

  	
   

  	
  12,473,360

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Golden Sound Corp.

  	
   

  	
  New Vista

  	
   

  	
  1998

  	
   

  	
  300,149

  	
   

  	
  DH

  	
   

  	
  67,662,762

  	
   

  	
  37,700,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Golden Seaway Corp.

  	
   

  	
  New Vanguard

  	
   

  	
  1998

  	
   

  	
  300,058

  	
   

  	
  DH

  	
   

  	
  67,431,819

  	
   

  	
  37,700,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Golden Fjord Corp.

  	
   

  	
  Front Commerce

  	
   

  	
  1999

  	
   

  	
  300,144

  	
   

  	
  DH

  	
   

  	
  68,526,501

  	
   

  	
  39,400,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Golden Estuary Corp.

  	
   

  	
  Front Comanche

  	
   

  	
  1999

  	
   

  	
  300,133

  	
   

  	
  DH

  	
   

  	
  68,193,882

  	
   

  	
  39,400,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Golden Current Limited

  	
   

  	
  Opalia

  	
   

  	
  1999

  	
   

  	
  302,193

  	
   

  	
  DH

  	
   

  	
  56,343,723

  	
   

  	
  39,400,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Golden Tide Corp.

  	
   

  	
  New Circassia

  	
   

  	
  1999

  	
   

  	
  306,009

  	
   

  	
  DH

  	
   

  	
  64,184,079

  	
   

  	
  39,400,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Oscilla Shipping Limited

  	
   

  	
  Oscilla

  	
   

  	
  2000

  	
   

  	
  302,193

  	
   

  	
  DH

  	
   

  	
  51,364,002

  	
   

  	
  40,900,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ariake
  Transport Corp.

  	
   

  	
  Ariake

  	
   

  	
  2001

  	
   

  	
  298,530

  	
   

  	
  DH

  	
   

  	
  74,247,705

  	
   

  	
  42,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Front Stratus Inc.

  	
   

  	
  Front Stratus

  	
   

  	
  2002

  	
   

  	
  298,500

  	
   

  	
  DH

  	
   

  	
  72,229,427

  	
   

  	
  43,900,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Front Saga Inc.

  	
   

  	
  Front Page

  	
   

  	
  2002

  	
   

  	
  298,500

  	
   

  	
  DH

  	
   

  	
  72,480,897

  	
   

  	
  43,900,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Front Serenade Inc.

  	
   

  	
  Front Serenade

  	
   

  	
  2002

  	
   

  	
  299,152

  	
   

  	
  DH

  	
   

  	
  70,640,255

  	
   

  	
  43,900,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Front Falcon Corp.

  	
   

  	
  Front Falcon

  	
   

  	
  2002

  	
   

  	
  308,000

  	
   

  	
  DH

  	
   

  	
  73,498,862

  	
   

  	
  43,900,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hitachi Hull
  4983 Ltd.

  	
   

  	
  Hakata

  	
   

  	
  2002

  	
   

  	
  296,000

  	
   

  	
  DH

  	
   

  	
  75,310,055

  	
   

  	
  43,900,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OBOs

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Front Lapan Pte. Ltd.

  	
   

  	
  Front Climber

  	
   

  	
  1991

  	
   

  	
  169,178

  	
   

  	
  DH

  	
   

  	
  31,052,994

  	
   

  	
  18,900,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Transcorp Pte. Ltd.

  	
   

  	
  Front Guider

  	
   

  	
  1991

  	
   

  	
  169,142

  	
   

  	
  DH

  	
   

  	
  36,371,734

  	
   

  	
  18,900,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bonfield Shipping Limited

  	
   

  	
  Front Driver

  	
   

  	
  1991

  	
   

  	
  169,177

  	
   

  	
  DH

  	
   

  	
  34,483,616

  	
   

  	
  18,900,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Front Sembilan Pte. Ltd.

  	
   

  	
  Front Leader

  	
   

  	
  1991

  	
   

  	
  169,381

  	
   

  	
  DH

  	
   

  	
  31,025,808

  	
   

  	
  18,900,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Katong Investments Limited

  	
   

  	
  Front Breaker

  	
   

  	
  1991

  	
   

  	
  169,381

  	
   

  	
  DH

  	
   

  	
  35,438,232

  	
   

  	
  18,900,000

  	
   

  



 


137

















 


	
  Collateral
  Vessel

  Owner

  	
   

  	
  Collateral Vessel

  	
   

  	
  Built

  	
   

  	
  Size (dwt)

  	
   

  	
  Type

  	
   

  	
  Purchase Price ($)

  	
   

  	
  Applicable

  Advance

  Amount ($)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Aspinall Pte. Ltd.

  	
   

  	
  Front Viewer

  	
   

  	
  1992

  	
   

  	
  169,381

  	
   

  	
  DH

  	
   

  	
  38,781,295

  	
   

  	
  19,900,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rettie Pte.
  Ltd.

  	
   

  	
  Front
  Striver

  	
   

  	
  1992

  	
   

  	
  169,204

  	
   

  	
  DH

  	
   

  	
  37,104,624

  	
   

  	
  19,900,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Blizana Pte.
  Ltd.

  	
   

  	
  Front Rider

  	
   

  	
  1992

  	
   

  	
  169,718

  	
   

  	
  DH

  	
   

  	
  38,439,499

  	
   

  	
  19,900,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL:

  	
   

  	
  2,108,397,452

  	
   

  	
  1,058,000,000

  	
   

  



 












SH = Single Hulled


DH = Double Hulled


 


138

















 


SCHEDULE 8

FORM OF CONSOLIDATION NOTICE


 


To:          Nordea
Bank Norge ASA (the “Administrative Agent”)


 


From:      Ship
Finance International Limited (the “Borrower”)


 


Date:       [•] 2004


 


Dear Sirs


 


We refer to a
credit facility agreement (the “Credit
Facility Agreement”) dated 17 February 2004 entered into between the
Borrower, Citigroup Global Markets Limited and Nordea Bank Norge ASA as
Bookrunners, Citigroup Global Markets Limited, Nordea Bank Norge ASA, HSH
Nordbank AG, Fortis Bank (Nederland) N.V., Crédit Agricole Indosuez,
Skandinaviska Enskilda Banken AB (publ.), DnB NOR Bank ASA, HSH Nordbank AG,
Scotiabank Europe plc, Swedbank (FöreningsSparbanken AB (publ)), The Governor
and Company of the Bank of Scotland, ING Bank N.V. (Norway), Deutsche Bank AG
in Hamburg and Schiffshypothekenbank zu Lübeck AG as Mandated Lead Arrangers,
the Administrative Agent, Nordea Bank Norge ASA as the Security Trustee, Danish
Ship Finance (Danmarks Skibskreditfond),  NIB Capital Bank N.V.  and Vereins-und Westbank AG
as the Arrangers, the entities named therein as original guarantors (the “Original Guarantors”) and the entities
named therein as Lenders (the “Lenders”).  Terms defined or construed in the Credit
Facility Agreement have the same meanings and constructions when used in this
Consolidation Notice.


 


We further
refer to the Consolidation Date which is to occur on 17 May 2004.  Pursuant to
Clause 8.3(b) (Consolidation of Advances)
of the Credit Facility Agreement, we hereby give you notice as follows:


 


(a)           the
number of Advances that we wish to remain outstanding from the Consolidation
Date is [•]; and


 


(b)           the
principal amount and Interest Period to be applicable to each such Advance
(with effect from the Consolidation Date) shall be as follows:*


 


(i)            Advance One: [principal
amount] [1] month;


 


(ii)           Advance
Two: [principal amount] [2] months;


 


(iii)         Advance
Three: [principal amount] [3] months;


 












* Delete as appropriate.  Maximum of six Advances.


 


139

















 


(iv)          Advance
Four: [principal amount] [6] months;


 


(v)            Advance
Five [principal amount] [9] months; and


 


(vi)          Advance
Six [principal amount] [12] months.


 


(c)           For
the avoidance of doubt, we acknowledge that the aggregate amount outstanding
under the Facility in respect of the principal amount immediately following the
Consolidation Date will equal [•].§


 


	
  Yours
  faithfully

  
	
   

  
	
   

  	
   

  
	
   

  
	
  For and on
  behalf of

  
	
   

  
	
  SHIP FINANCE INTERNATIONAL
  LIMITED

  



 


 












§ Equal to the
sum of the amounts listed under paragraph (b).


 


140

















 


SCHEDULE 9

REPAYMENT


 


	
   

  	
   

  	
  (Amounts
  in US$)

  	
   

  
	
  Collateral Vessel

  	
   

  	
  1

  	
   

  	
  2

  	
   

  	
  3

  	
   

  	
  4

  	
   

  	
  5

  	
   

  	
  6

  	
   

  	
  7

  	
   

  	
  8

  	
   

  
	
   

  	
   

  	
  (in $)

  	
   

  
	
  Suezmax

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Front Birch

  	
   

  	
  341,602

  	
   

  	
  341,602

  	
   

  	
  341,602

  	
   

  	
  341,602

  	
   

  	
  341,602

  	
   

  	
  341,602

  	
   

  	
  341,602

  	
   

  	
  341,602

  	
   

  
	
  Front Maple

  	
   

  	
  341,602

  	
   

  	
  341,602

  	
   

  	
  341,602

  	
   

  	
  341,602

  	
   

  	
  341,602

  	
   

  	
  341,602

  	
   

  	
  341,602

  	
   

  	
  341,602

  	
   

  
	
  Front Granite

  	
   

  	
  331,842

  	
   

  	
  331,842

  	
   

  	
  331,842

  	
   

  	
  331,842

  	
   

  	
  331,842

  	
   

  	
  331,842

  	
   

  	
  331,842

  	
   

  	
  331,842

  	
   

  
	
  Front Lillo

  	
   

  	
  331,842

  	
   

  	
  331,842

  	
   

  	
  331,842

  	
   

  	
  331,842

  	
   

  	
  331,842

  	
   

  	
  331,842

  	
   

  	
  331,842

  	
   

  	
  331,842

  	
   

  
	
  Front Emperor

  	
   

  	
  346,482

  	
   

  	
  346,482

  	
   

  	
  346,482

  	
   

  	
  346,482

  	
   

  	
  346,482

  	
   

  	
  346,482

  	
   

  	
  346,482

  	
   

  	
  346,482

  	
   

  
	
  Front Sunda

  	
   

  	
  346,482

  	
   

  	
  346,482

  	
   

  	
  346,482

  	
   

  	
  346,482

  	
   

  	
  346,482

  	
   

  	
  346,482

  	
   

  	
  346,482

  	
   

  	
  346,482

  	
   

  
	
  Front Comor

  	
   

  	
  366,002

  	
   

  	
  366,002

  	
   

  	
  366,002

  	
   

  	
  366,002

  	
   

  	
  366,002

  	
   

  	
  366,002

  	
   

  	
  366,002

  	
   

  	
  366,002

  	
   

  
	
  Front Spirit

  	
   

  	
  366,002

  	
   

  	
  366,002

  	
   

  	
  366,002

  	
   

  	
  366,002

  	
   

  	
  366,002

  	
   

  	
  366,002

  	
   

  	
  366,002

  	
   

  	
  366,002

  	
   

  
	
  Front Pride

  	
   

  	
  465,000

  	
   

  	
  465,000

  	
   

  	
  465,000

  	
   

  	
  465,000

  	
   

  	
  465,000

  	
   

  	
  465,000

  	
   

  	
  465,000

  	
   

  	
  465,000

  	
   

  
	
  Front Splendour

  	
   

  	
  462,500

  	
   

  	
  462,500

  	
   

  	
  462,500

  	
   

  	
  462,500

  	
   

  	
  462,500

  	
   

  	
  462,500

  	
   

  	
  462,500

  	
   

  	
  462,500

  	
   

  
	
  Front Glory

  	
   

  	
  462,500

  	
   

  	
  462,500

  	
   

  	
  462,500

  	
   

  	
  462,500

  	
   

  	
  462,500

  	
   

  	
  462,500

  	
   

  	
  462,500

  	
   

  	
  462,500

  	
   

  
	
  Front Ardenne

  	
   

  	
  450,000

  	
   

  	
  450,000

  	
   

  	
  450,000

  	
   

  	
  450,000

  	
   

  	
  450,000

  	
   

  	
  450,000

  	
   

  	
  450,000

  	
   

  	
  450,000

  	
   

  
	
  Front Fighter

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  
	
  Front Hunter

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  
	
  Front Mindanao

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  
	
  Front Brabant

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VLCCs

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Front Vanadis

  	
   

  	
  488,979

  	
   

  	
  488,979

  	
   

  	
  488,979

  	
   

  	
  488,979

  	
   

  	
  488,979

  	
   

  	
  488,979

  	
   

  	
  488,979

  	
   

  	
  488,979

  	
   

  
	
  Front Sabang

  	
   

  	
  488,979

  	
   

  	
  488,979

  	
   

  	
  488,979

  	
   

  	
  488,979

  	
   

  	
  488,979

  	
   

  	
  488,979

  	
   

  	
  488,979

  	
   

  	
  488,979

  	
   

  
	
  Front Highness

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  
	
  Front Lady

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  
	
  Front Lord

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  
	
  Front Duke

  	
   

  	
  448,963

  	
   

  	
  448,963

  	
   

  	
  448,963

  	
   

  	
  448,963

  	
   

  	
  448,963

  	
   

  	
  448,963

  	
   

  	
  448,963

  	
   

  	
  448,963

  	
   

  
	
  Front Ace

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  
	
  Front Duchess

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  
	
  Edinburgh

  	
   

  	
  490,443

  	
   

  	
  490,443

  	
   

  	
  490,443

  	
   

  	
  490,443

  	
   

  	
  490,443

  	
   

  	
  490,443

  	
   

  	
  490,443

  	
   

  	
  490,443

  	
   

  
	
  Navix Astral

  	
   

  	
  519,723

  	
   

  	
  519,723

  	
   

  	
  519,723

  	
   

  	
  519,723

  	
   

  	
  519,723

  	
   

  	
  519,723

  	
   

  	
  519,723

  	
   

  	
  519,723

  	
   

  
	
  New Vista

  	
   

  	
  628,333

  	
   

  	
  628,333

  	
   

  	
  628,333

  	
   

  	
  628,333

  	
   

  	
  628,333

  	
   

  	
  628,333

  	
   

  	
  628,333

  	
   

  	
  628,333

  	
   

  
	
  New Vanguard

  	
   

  	
  628,333

  	
   

  	
  628,333

  	
   

  	
  628,333

  	
   

  	
  628,333

  	
   

  	
  628,333

  	
   

  	
  628,333

  	
   

  	
  628,333

  	
   

  	
  628,333

  	
   

  
	
  Front Commerce

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  
	
  Front Comanche

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  



 


141

















 


	
   

  	
   

  	
  (Amounts
  in US$)

  	
   

  
	
  Collateral Vessel

  	
   

  	
  1

  	
   

  	
  2

  	
   

  	
  3

  	
   

  	
  4

  	
   

  	
  5

  	
   

  	
  6

  	
   

  	
  7

  	
   

  	
  8

  	
   

  
	
   

  	
   

  	
  (in $)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Opalia

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  
	
  New Circassia

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  
	
  Oscilla

  	
   

  	
  601,471

  	
   

  	
  601,471

  	
   

  	
  601,471

  	
   

  	
  601,471

  	
   

  	
  601,471

  	
   

  	
  601,471

  	
   

  	
  601,471

  	
   

  	
  601,471

  	
   

  
	
  Ariake

  	
   

  	
  590,278

  	
   

  	
  590,278

  	
   

  	
  590,278

  	
   

  	
  590,278

  	
   

  	
  590,278

  	
   

  	
  590,278

  	
   

  	
  590,278

  	
   

  	
  590,278

  	
   

  
	
  Front Stratus

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  
	
  Front Page

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  
	
  Front Serenade

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  
	
  Front Falcon

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  
	
  Hakata

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  OBOs

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Front Climber

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  
	
  Front Guider

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  
	
  Front Driver

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  
	
  Front Leader

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  
	
  Front Breaker

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  
	
  Front Viewer

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  
	
  Front Striver

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  
	
  Front Rider

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  23,427,692

  	
   

  	
  23,427,692

  	
   

  	
  23,427,692

  	
   

  	
  23,427,692

  	
   

  	
  23,427,692

  	
   

  	
  23,427,692

  	
   

  	
  23,427,692

  	
   

  	
  23,427,692

  	
   

  



 


142

















 


	
   

  	
   

  	
  (Amounts
  in US$)

  	
   

  
	
  Collateral Vessel

  	
   

  	
  1

  	
   

  	
  2

  	
   

  	
  3

  	
   

  	
  4

  	
   

  	
  5

  	
   

  	
  6

  	
   

  	
  7

  	
   

  	
  8

  	
   

  
	
   

  	
   

  	
  (in $)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Suezmax

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Front Birch

  	
   

  	
  341,602

  	
   

  	
  341,602

  	
   

  	
  341,602

  	
   

  	
  341,602

  	
   

  	
  341,602

  	
   

  	
  341,602

  	
   

  	
  341,602

  	
   

  	
  341,602

  	
   

  
	
  Front Maple

  	
   

  	
  341,602

  	
   

  	
  341,602

  	
   

  	
  341,602

  	
   

  	
  341,602

  	
   

  	
  341,602

  	
   

  	
  341,602

  	
   

  	
  341,602

  	
   

  	
  341,602

  	
   

  
	
  Front Granite

  	
   

  	
  331,842

  	
   

  	
  331,842

  	
   

  	
  331,842

  	
   

  	
  331,842

  	
   

  	
  331,842

  	
   

  	
  331,842

  	
   

  	
  331,842

  	
   

  	
  331,842

  	
   

  
	
  Front Lillo

  	
   

  	
  331,842

  	
   

  	
  331,842

  	
   

  	
  331,842

  	
   

  	
  331,842

  	
   

  	
  331,842

  	
   

  	
  331,842

  	
   

  	
  331,842

  	
   

  	
  331,842

  	
   

  
	
  Front Emperor

  	
   

  	
  346,482

  	
   

  	
  346,482

  	
   

  	
  346,482

  	
   

  	
  346,482

  	
   

  	
  346,482

  	
   

  	
  346,482

  	
   

  	
  346,482

  	
   

  	
  346,482

  	
   

  
	
  Front Sunda

  	
   

  	
  346,482

  	
   

  	
  346,482

  	
   

  	
  346,482

  	
   

  	
  346,482

  	
   

  	
  346,482

  	
   

  	
  346,482

  	
   

  	
  346,482

  	
   

  	
  346,482

  	
   

  
	
  Front Comor

  	
   

  	
  366,002

  	
   

  	
  366,002

  	
   

  	
  366,002

  	
   

  	
  366,002

  	
   

  	
  366,002

  	
   

  	
  366,002

  	
   

  	
  366,002

  	
   

  	
  366,002

  	
   

  
	
  Front Spirit

  	
   

  	
  366,002

  	
   

  	
  366,002

  	
   

  	
  366,002

  	
   

  	
  366,002

  	
   

  	
  366,002

  	
   

  	
  366,002

  	
   

  	
  366,002

  	
   

  	
  366,002

  	
   

  
	
  Front Pride

  	
   

  	
  465,000

  	
   

  	
  465,000

  	
   

  	
  465,000

  	
   

  	
  465,000

  	
   

  	
  465,000

  	
   

  	
  465,000

  	
   

  	
  465,000

  	
   

  	
  465,000

  	
   

  
	
  Front Splendour

  	
   

  	
  462,500

  	
   

  	
  462,500

  	
   

  	
  462,500

  	
   

  	
  462,500

  	
   

  	
  462,500

  	
   

  	
  462,500

  	
   

  	
  462,500

  	
   

  	
  462,500

  	
   

  
	
  Front Glory

  	
   

  	
  462,500

  	
   

  	
  462,500

  	
   

  	
  462,500

  	
   

  	
  462,500

  	
   

  	
  462,500

  	
   

  	
  462,500

  	
   

  	
  462,500

  	
   

  	
  462,500

  	
   

  
	
  Front Ardenne

  	
   

  	
  450,000

  	
   

  	
  450,000

  	
   

  	
  450,000

  	
   

  	
  450,000

  	
   

  	
  450,000

  	
   

  	
  450,000

  	
   

  	
  450,000

  	
   

  	
  450,000

  	
   

  
	
  Front Fighter

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  
	
  Front Hunter

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  
	
  Front Mindanao

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  
	
  Front Brabant

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VLCCs

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Front Vanadis

  	
   

  	
  488,979

  	
   

  	
  488,979

  	
   

  	
  488,979

  	
   

  	
  488,979

  	
   

  	
  488,979

  	
   

  	
  488,979

  	
   

  	
  488,979

  	
   

  	
  488,979

  	
   

  
	
  Front Sabang

  	
   

  	
  488,979

  	
   

  	
  488,979

  	
   

  	
  488,979

  	
   

  	
  488,979

  	
   

  	
  488,979

  	
   

  	
  488,979

  	
   

  	
  488,979

  	
   

  	
  488,979

  	
   

  
	
  Front Highness

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  
	
  Front Lady

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  
	
  Front Lord

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  
	
  Front Duke

  	
   

  	
  448,963

  	
   

  	
  448,963

  	
   

  	
  448,963

  	
   

  	
  448,963

  	
   

  	
  448,963

  	
   

  	
  448,963

  	
   

  	
  448,963

  	
   

  	
  448,963

  	
   

  
	
  Front Ace

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  
	
  Front Duchess

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  
	
  Edinburgh

  	
   

  	
  490,443

  	
   

  	
  490,443

  	
   

  	
  490,443

  	
   

  	
  490,443

  	
   

  	
  490,443

  	
   

  	
  490,443

  	
   

  	
  490,443

  	
   

  	
  490,443

  	
   

  
	
  Navix Astral

  	
   

  	
  519,723

  	
   

  	
  519,723

  	
   

  	
  519,723

  	
   

  	
  519,723

  	
   

  	
  519,723

  	
   

  	
  519,723

  	
   

  	
  519,723

  	
   

  	
  519,723

  	
   

  
	
  New Vista

  	
   

  	
  628,333

  	
   

  	
  628,333

  	
   

  	
  628,333

  	
   

  	
  628,333

  	
   

  	
  628,333

  	
   

  	
  628,333

  	
   

  	
  628,333

  	
   

  	
  628,333

  	
   

  
	
  New Vanguard

  	
   

  	
  628,333

  	
   

  	
  628,333

  	
   

  	
  628,333

  	
   

  	
  628,333

  	
   

  	
  628,333

  	
   

  	
  628,333

  	
   

  	
  628,333

  	
   

  	
  628,333

  	
   

  
	
  Front Commerce

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  
	
  Front Comanche

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  
	
  Opalia

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  



 


143

















 


	
   

  	
   

  	
  (Amounts
  in US$)

  	
   

  
	
  Collateral Vessel

  	
   

  	
  1

  	
   

  	
  2

  	
   

  	
  3

  	
   

  	
  4

  	
   

  	
  5

  	
   

  	
  6

  	
   

  	
  7

  	
   

  	
  8

  	
   

  
	
   

  	
   

  	
  (in $)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  New Circassia

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  
	
  Oscilla

  	
   

  	
  601,471

  	
   

  	
  601,471

  	
   

  	
  601,471

  	
   

  	
  601,471

  	
   

  	
  601,471

  	
   

  	
  601,471

  	
   

  	
  601,471

  	
   

  	
  601,471

  	
   

  
	
  Ariake

  	
   

  	
  590,278

  	
   

  	
  590,278

  	
   

  	
  590,278

  	
   

  	
  590,278

  	
   

  	
  590,278

  	
   

  	
  590,278

  	
   

  	
  590,278

  	
   

  	
  590,278

  	
   

  
	
  Front Stratus

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  
	
  Front Page

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  
	
  Front Serenade

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  
	
  Front Falcon

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  
	
  Hakata

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  OBOs

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Front Climber

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  
	
  Front Guider

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  
	
  Front Driver

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  
	
  Front Leader

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  
	
  Front Breaker

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  
	
  Front Viewer

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  
	
  Front Striver

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  
	
  Front Rider

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  23,427,692

  	
   

  	
  23,427,692

  	
   

  	
  23,427,692

  	
   

  	
  23,427,692

  	
   

  	
  23,427,692

  	
   

  	
  23,427,692

  	
   

  	
  23,427,692

  	
   

  	
  23,427,692

  	
   

  



 


144

















 


	
   

  	
   

  	
  (Amounts
  in US$)

  	
   

  
	
  Collateral Vessel

  	
   

  	
  1

  	
   

  	
  2

  	
   

  	
  3

  	
   

  	
  4

  	
   

  	
  5

  	
   

  	
  6

  	
   

  	
  7

  	
   

  	
  8

  	
   

  
	
   

  	
   

  	
  (in $)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Suezmax

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Front Birch

  	
   

  	
  341,602

  	
   

  	
  341,602

  	
   

  	
  341,602

  	
   

  	
  341,602

  	
   

  	
  341,602

  	
   

  	
  341,602

  	
   

  	
  341,602

  	
   

  	
  341,606

  	
   

  
	
  Front Maple

  	
   

  	
  341,602

  	
   

  	
  341,602

  	
   

  	
  341,602

  	
   

  	
  341,602

  	
   

  	
  341,602

  	
   

  	
  341,602

  	
   

  	
  341,602

  	
   

  	
  341,606

  	
   

  
	
  Front Granite

  	
   

  	
  331,842

  	
   

  	
  331,842

  	
   

  	
  331,842

  	
   

  	
  331,842

  	
   

  	
  331,842

  	
   

  	
  331,842

  	
   

  	
  331,842

  	
   

  	
  331,845

  	
   

  
	
  Front Lillo

  	
   

  	
  331,842

  	
   

  	
  331,842

  	
   

  	
  331,842

  	
   

  	
  331,842

  	
   

  	
  331,842

  	
   

  	
  331,842

  	
   

  	
  331,842

  	
   

  	
  331,845

  	
   

  
	
  Front Emperor

  	
   

  	
  346,482

  	
   

  	
  346,482

  	
   

  	
  346,482

  	
   

  	
  346,482

  	
   

  	
  346,482

  	
   

  	
  346,482

  	
   

  	
  346,482

  	
   

  	
  346,487

  	
   

  
	
  Front Sunda

  	
   

  	
  346,482

  	
   

  	
  346,482

  	
   

  	
  346,482

  	
   

  	
  346,482

  	
   

  	
  346,482

  	
   

  	
  346,482

  	
   

  	
  346,482

  	
   

  	
  346,487

  	
   

  
	
  Front Comor

  	
   

  	
  366,002

  	
   

  	
  366,002

  	
   

  	
  366,002

  	
   

  	
  366,002

  	
   

  	
  366,002

  	
   

  	
  366,002

  	
   

  	
  366,002

  	
   

  	
  366,010

  	
   

  
	
  Front Spirit

  	
   

  	
  366,002

  	
   

  	
  366,002

  	
   

  	
  366,002

  	
   

  	
  366,002

  	
   

  	
  366,002

  	
   

  	
  366,002

  	
   

  	
  366,002

  	
   

  	
  366,010

  	
   

  
	
  Front Pride

  	
   

  	
  465,000

  	
   

  	
  465,000

  	
   

  	
  465,000

  	
   

  	
  465,000

  	
   

  	
  465,000

  	
   

  	
  465,000

  	
   

  	
  465,000

  	
   

  	
  7,905,000

  	
   

  
	
  Front Splendour

  	
   

  	
  462,500

  	
   

  	
  462,500

  	
   

  	
  462,500

  	
   

  	
  462,500

  	
   

  	
  462,500

  	
   

  	
  462,500

  	
   

  	
  462,500

  	
   

  	
  11,562,500

  	
   

  
	
  Front Glory

  	
   

  	
  462,500

  	
   

  	
  462,500

  	
   

  	
  462,500

  	
   

  	
  462,500

  	
   

  	
  462,500

  	
   

  	
  462,500

  	
   

  	
  462,500

  	
   

  	
  11,562,500

  	
   

  
	
  Front Ardenne

  	
   

  	
  450,000

  	
   

  	
  450,000

  	
   

  	
  450,000

  	
   

  	
  450,000

  	
   

  	
  450,000

  	
   

  	
  450,000

  	
   

  	
  450,000

  	
   

  	
  14,850,000

  	
   

  
	
  Front Fighter

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  16,280,000

  	
   

  
	
  Front Hunter

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  16,280,000

  	
   

  
	
  Front Mindanao

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  16,280,000

  	
   

  
	
  Front Brabant

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  440,000

  	
   

  	
  16,280,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VLCCs

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Front Vanadis

  	
   

  	
  488,979

  	
   

  	
  488,979

  	
   

  	
  488,979

  	
   

  	
  488,982

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Front Sabang

  	
   

  	
  488,979

  	
   

  	
  488,979

  	
   

  	
  488,979

  	
   

  	
  488,982

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Front Highness

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  426,998

  	
   

  
	
  Front Lady

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  426,998

  	
   

  
	
  Front Lord

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  427,003

  	
   

  	
  426,998

  	
   

  
	
  Front Duke

  	
   

  	
  448,963

  	
   

  	
  448,963

  	
   

  	
  448,963

  	
   

  	
  448,963

  	
   

  	
  448,963

  	
   

  	
  448,963

  	
   

  	
  448,963

  	
   

  	
  448,960

  	
   

  
	
  Front Ace

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  
	
  Front Duchess

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  	
  463,603

  	
   

  
	
  Edinburgh

  	
   

  	
  490,443

  	
   

  	
  490,443

  	
   

  	
  490,443

  	
   

  	
  490,443

  	
   

  	
  490,443

  	
   

  	
  490,443

  	
   

  	
  490,443

  	
   

  	
  490,447

  	
   

  
	
  Navix Astral

  	
   

  	
  519,723

  	
   

  	
  519,723

  	
   

  	
  519,723

  	
   

  	
  519,723

  	
   

  	
  519,723

  	
   

  	
  519,723

  	
   

  	
  519,723

  	
   

  	
  519,731

  	
   

  
	
  New Vista

  	
   

  	
  628,333

  	
   

  	
  628,333

  	
   

  	
  628,333

  	
   

  	
  628,333

  	
   

  	
  628,333

  	
   

  	
  628,333

  	
   

  	
  628,333

  	
   

  	
  23,248,341

  	
   

  



 


145

















 


	
   

  	
   

  	
  (Amounts
  in US$)

  	
   

  
	
  Collateral Vessel

  	
   

  	
  1

  	
   

  	
  2

  	
   

  	
  3

  	
   

  	
  4

  	
   

  	
  5

  	
   

  	
  6

  	
   

  	
  7

  	
   

  	
  8

  	
   

  
	
   

  	
   

  	
  (in $)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  New Vanguard

  	
   

  	
  628,333

  	
   

  	
  628,333

  	
   

  	
  628,333

  	
   

  	
  628,333

  	
   

  	
  628,333

  	
   

  	
  628,333

  	
   

  	
  628,333

  	
   

  	
  23,248,341

  	
   

  
	
  Front Commerce

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  25,240,625

  	
   

  
	
  Front Comanche

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  25,240,625

  	
   

  
	
  Opalia

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  25,240,625

  	
   

  
	
  New Circassia

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  615,625

  	
   

  	
  25,240,625

  	
   

  
	
  Oscilla

  	
   

  	
  601,471

  	
   

  	
  601,471

  	
   

  	
  601,471

  	
   

  	
  601,471

  	
   

  	
  601,471

  	
   

  	
  601,471

  	
   

  	
  601,471

  	
   

  	
  27,066,167

  	
   

  
	
  Ariake

  	
   

  	
  590,278

  	
   

  	
  590,278

  	
   

  	
  590,278

  	
   

  	
  590,278

  	
   

  	
  590,278

  	
   

  	
  590,278

  	
   

  	
  590,278

  	
   

  	
  28,923,606

  	
   

  
	
  Front Stratus

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  30,614,464

  	
   

  
	
  Front Page

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  30,614,464

  	
   

  
	
  Front Serenade

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  30,614,464

  	
   

  
	
  Front Falcon

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  30,614,464

  	
   

  
	
  Hakata

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  577,632

  	
   

  	
  30,614,464

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  OBOs

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Front Climber

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  5,315,625

  	
   

  
	
  Front Guider

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  5,315,625

  	
   

  
	
  Front Driver

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  5,315,625

  	
   

  
	
  Front Leader

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  5,315,625

  	
   

  
	
  Front Breaker

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  590,625

  	
   

  	
  5,315,625

  	
   

  
	
  Front Viewer

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  7,186,106

  	
   

  
	
  Front Striver

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  7,186,106

  	
   

  
	
  Front Rider

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  552,778

  	
   

  	
  7,186,106

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  23,427,692

  	
   

  	
  23,427,692

  	
   

  	
  23,427,692

  	
   

  	
  23,427,698

  	
   

  	
  22,449,734

  	
   

  	
  22,449,734

  	
   

  	
  22,449,734

  	
   

  	
  522,096,952

  	
   

  



 


146

















 


SIGNATORIES


 


	
  THE BORROWER

  
	
   

  
	
  SHIP FINANCE INTERNATIONAL LIMITED

  
	
   

  
	
  Signed by

  	
  )

  
	
  duly
  authorised pursuant to a)

  	
  )

  
	
  power of
  attorney dated

  	
  )

  
	
  on

  	
  )

  
	
  behalf of
  Ship Finance International

  	
  )

  
	
  Limited

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  THE BOOKRUNNERS

  
	
   

  
	
  CITIGROUP GLOBAL MARKETS LIMITED

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
  Address:

  	
  Citigroup
  Global Markets Limited

  
	
   

  	
  33 Canada Square

  
	
   

  	
  London

  
	
   

  	
  E14 5LB

  
	
   

  
	
  Fax:  +44 (0) 20 7986 8278

  
	
   

  
	
  Attention:  Pareejat Singhal

  
	
   

  
	
  Telephone:  +44 (0) 20 7986 7569

  
	
   

  
	
  E-mail:  pareejat.singhal@citigroup.com

  
			



 


147

















 


	
  THE MANDATED LEAD ARRANGERS

  
	
   

  
	
  CITIGROUP GLOBAL MARKETS LIMITED

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
  Address:

  	
  Citigroup
  Global Markets Limited

  
	
   

  	
  33 Canada Square

  
	
   

  	
  London

  
	
   

  	
  E14 5LB

  
	
   

  
	
  Fax:  +44 (0) 20 7986 8278

  
	
   

  
	
  Attention:  Pareejat Singhal

  
	
   

  
	
  Telephone:  +44 (0) 20 7986 7569

  
	
   

  
	
  E-mail:  pareejat.singhal@citigroup.com

  
	
   

  
	
   

  
	
  NORDEA BANK NORGE ASA

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
  Address:  Middelthuns gate 17, PO Box 1166 Sentrum,
  0107 Oslo, Norway

  
	
   

  
	
  Fax:  +47 22 48 66 68

  
	
   

  
	
  Attention:  Linda Christin Hoff

  
	
   

  
	
  Telephone:  +47 22 
  48 63 72 (+47 22 48 50 00)

  
	
   

  
	
  E-mail:
  linda.christin.hoff@nordea.com

  



 


148

















 


	
  FORTIS BANK
  (NEDERLAND) N.V.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
  Address:

  	
  Haaton VII’s
  gt 10,

  
	
   

  	
  N0161 Oslo

  
	
   

  	
   

  
	
  Fax: +47 23 11 49 40

  
	
   

  
	
  Attention:
  Francis Birkeland

  
	
   

  
	
  Telephone:
  +47 23 11 49 50

  
	
   

  
	
   

  
	
  CRÉDIT
  AGRICOLE INDOSUEZ

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
  Address:  9 Quai Du President Paul Doumer, 92920
  Paris La Defense Cedex, France

  
	
   

  
	
  Fax:  +33 141 89 1934

  
	
   

  
	
  Attention:  Loan Administration Dept – Sylvie
  Godet-Couery

  
	
   

  
	
  Telephone:
  +33 141 89 1249

  
	
   

  
	
  Email:  sylvie.godetcouery@ca-indosuez.com

  



 


149

















 


	
  SKANDINAVISKA
  ENSKILDA BANKEN AB (PUBL.)

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
  Address:  RB 8 FCA

  
	
   

  
	
  Fax:  +46 8 611 0384

  
	
   

  
	
  Attention:  Niclas Lundqvist

  
	
   

  
	
  Telephone:  +46 8 763 8648

  
	
   

  
	
  Email:  niclas.lundqvist@seb.se

  
	
   

  
	
   

  
	
  DNB NOR BANK
  ASA

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
  Address:  0021 Oslo, Norway

  
	
   

  
	
  Fax:  +47 22 48 2894

  
	
   

  
	
  Attention:  Solveig Nuland Knoff

  
	
   

  
	
  Telephone:  +47 22 94 9663

  
	
   

  
	
  Email:  solveig.knoff@dnbnor.no

  



 


150

















 


	
  HSH NORDBANK
  AG

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
  Address:  Gerhart-Hauptmann-Platz 50, 20095 Hamburg,
  Germany

  
	
   

  
	
  Fax:  +49 40 3333 34269

  
	
   

  
	
  Attention:  Irena Franke

  
	
   

  
	
  Telephone:
  +49 40 3333 12041

  
	
   

  
	
  Email:  irena.franke@hsh-nordbank.com

  
	
   

  
	
   

  
	
  SCOTIABANK
  EUROPE PLC

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
  Address:  Scotia House, 33 Finsbury Square, London,
  EC2A 1BB

  
	
   

  
	
  Fax:  00 44 0 207 454 9019

  
	
   

  
	
  Attention:  Lee Bowden/Diann Thomas

  
	
   

  
	
  Telephone:  00 44 (0) 207 826 5635/5631

  
	
   

  
	
  Email: 
  lee_bowden@scotiacapital.com/diann.thomas@scotiacapital.com

  



 


151

















 


	
  SWEDBANK
  (FÖRENINGSSPARBANKEN AB (PUBL))

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
  Address:  Swedbank Shipping E7, SE-10534 Stockholm

  
	
   

  
	
  Fax:  +46 8 7007980

  
	
   

  
	
  Attention:  Nina Kytta/Richard Lonnqvist

  
	
   

  
	
  Telephone:  +46 8 5859 1785/+46 8 5859 1405

  
	
   

  
	
  Email:  nina.kytta@swedbank.com/richard.lonnqvist@swedbank.com

  
	
   

  
	
   

  
	
  THE GOVERNOR
  AND COMPANY OF THE BANK OF SCOTLAND

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
  Address:  Bank of Scotland, Corporate Banking,
  Marine Finance, 11 Earl Grey Street, Edinburgh, EH3 9BN.

  
	
   

  
	
  Fax:  +44 131 659 0387

  
	
   

  
	
  Attention:  John Lowe

  
	
   

  
	
  Telephone:  +44 131 659 0320

  
	
   

  
	
  Email:  john_lowe@bankofscotland.co.uk

  



 


152

















 


	
  ING BANK
  N.V. (NORWAY)

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
  Address:  ING Bank N.V. PO Box 13, loc.code DP
  02.10.87, 3000 DA Rotterdam, The Netherlands

  
	
   

  
	
  Fax:  +31 10 444 6791

  
	
   

  
	
  Attention:  Miss Ingrid van der Hoek

  
	
   

  
	
  Telephone:  +31 10 444 6843

  
	
   

  
	
  Email:  Ingrid.van.der.Hoek@mail.ing.nl

  
	
   

  
	
   

  
	
  DEUTSCHE
  BANK AG IN HAMBURG

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
  Address:  Brandstwiete 1, D- 20457 Hamburg, Germany

  
	
   

  
	
  Fax:  +49 40 3701 4649

  
	
   

  
	
  Attention:  Carola-Marea Rotch

  
	
   

  
	
  Telephone:  +49 40 3701 4334

  
	
   

  
	
  Email:  carola-marea.rotch@db.com

  



 


153

















 


	
  SCHIFFSHYPOTHEKENBANK
  ZU LÜBECK AG

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
  Address:  Brandstwiete 1, D- 20457 Hamburg, Germany

  
	
   

  
	
  Fax:  +49 40 3701 4649

  
	
   

  
	
  Attention:  Caola-Marea Rotch

  
	
   

  
	
  Telephone:  +49 40 3701 4334

  
	
   

  
	
  Email:  carika-marea.rotch@db.com

  



 


154

















 


	
  THE ADMINISTRATIVE AGENT

  
	
   

  
	
  NORDEA BANK NORGE ASA

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
  Address:  Middelthuns gate 17, PO Box 1166 Sentrum,
  0107 Oslo, Norway

  
	
   

  
	
  Fax:  +47 22 48 66 68

  
	
   

  
	
  Attention:  Linda Christin Hoff

  
	
   

  
	
  Telephone:  +47 22 
  48 63 72 (+47 22 48 50 00)

  
	
   

  
	
  E-mail: linda.christin.hoff@nordea.com

  
	
   

  
	
   

  
	
  THE SECURITY TRUSTEE

  
	
   

  
	
  NORDEA BANK NORGE ASA

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
  Address:  Middelthuns gate 17, PO Box 1166 Sentrum,
  0107 Oslo, Norway

  
	
   

  
	
  Fax:  +47 22 48 66 68

  
	
   

  
	
  Attention:  Linda Christin Hoff

  
	
   

  
	
  Telephone:  +47 22 
  48 63 72 (+47 22 48 50 00)

  
	
   

  
	
  E-mail:
  linda.christin.hoff @nordea.com

  



 


155

















 


	
  THE ARRANGERS

  
	
   

  
	
  DANISH SHIP
  FINANCE (DANMARKS SKIBSKREDITFOND)

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
  Address:
  Danish Ship Finance, Sankt Annae Plads 3, 1250 Copenhagen K, Denmark

  
	
   

  
	
  Fax:  +45 33 33 96 66

  
	
   

  
	
  Attention:  Loan Administration

  
	
   

  
	
  Telephone:  +45 33 33 93 33

  
	
   

  
	
  Email:
  Loanadmin@shipfinance.dk

  
	
   

  
	
   

  
	
  DEUTSCHE
  SCHIFFSBANK AKTIENGESELLSCHAFT

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
  Address:  Domshof 17, D-28195 Bremen

  
	
   

  
	
  Fax:  +49 421 3235 39

  
	
   

  
	
  Attention:  Mrs Tanja Laverer

  
	
   

  
	
  Telephone:  +49 421 3609 290

  
	
   

  
	
  Email:  tanja.laverer@schiffsbank.com

  



 


156

















 


	
  NIB CAPITAL
  BANK N.V.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
  Address:  PO Box 380

  
	
   

  
	
  Fax:  +31 70 342 5366

  
	
   

  
	
  Attention:  Ron Jonk

  
	
   

  
	
  Telephone:  +31 70 342 5024

  
	
   

  
	
  Email:  maurice.wymans@nibcapital.com/ron.jonk@nibcapital.com

  
	
   

  
	
   

  
	
  VEREINS-UND
  WESTBANK AG

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
  Address:  Alter Wall 22, D-20457, Hamburg

  
	
   

  
	
  Fax:  +49 40 3692 3060

  
	
   

  
	
  Attention:  Ms Dorte Ziebarth

  
	
   

  
	
  Telephone:  +49 40 3692 2663

  
	
   

  
	
  Email:  dorte.ziebarth@vuw.de

  



 


157

















 


	
  THE ORIGINAL GUARANTORS

  
	
   

  
	
  MADEIRA
  INTERNATIONAL CORP.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  
	
  LANGKAWI
  SHIPPING LTD.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  
	
  SIBU
  SHIPPING LTD.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  
	
  GRANITE
  SHIPPING LTD.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  
	
  PUERTO
  REINOSA SHIPPING CO. S.A.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  
	
  FRONT TUJUH
  PTE LTD.

  
	
   

  
	
  By:

  
	
   

  
	
   

  



 


158

















 


	
  SOUTHWEST
  TANKERS INC.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  
	
  WEST TANKERS
  INC.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  
	
  FOURWAYS
  MARINE LIMITED

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  
	
  FRONT PRIDE
  SHIPPING INC.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  
	
  FRONT
  SPLENDOUR SHIPPING INC.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  
	
  FRONT GLORY
  SHIPPING INC.

  
	
   

  
	
  By:

  
	
   

  
	
   

  



 


159

















 


	
  FRONT
  ARDENNE INC.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  
	
  RAKIS
  MARITIME S.A.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  
	
  PATRIO
  SHIPPING LTD.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  
	
  BOLZANO PTE.
  LTD.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  
	
  FRONT
  BRABANT INC.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  
	
  CIREBON
  SHIPPING PTE. LTD.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  



 


160

















 


	
  FOX MARITIME
  PTE. LTD.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  
	
  FRONT EMPAT
  PTE. LTD.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  
	
  FRONT LIMA
  PTE. LTD.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  
	
  FRONT ENAM
  PTE. LTD.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  
	
  FRONT TIGA
  PTE. LTD.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  
	
  SEA ACE
  CORP.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  



 


161

















 


	
  FRONT DUA
  PTE. LTD.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  
	
  EDINBURGH
  NAVIGATION S.A.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  
	
  GOLDEN
  BAYSHORE SHIPPING CORPORATION

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  
	
  GOLDEN SOUND
  CORP.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  
	
  GOLDEN
  SEAWAY CORP.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  
	
  GOLDEN FJORD
  CORP.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  



 


162

















 


	
  GOLDEN
  ESTUARY CORP.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  
	
  GOLDEN
  CURRENT LIMITED

  
	
   

  
	
  By:

  
	
   

  
	
  Its duly
  authorised attorney

  
	
   

  
	
   

  
	
  GOLDEN TIDE
  CORP.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  
	
  OSCILLA
  SHIPPING LIMITED

  
	
   

  
	
  By:

  
	
   

  
	
  Its duly
  authorised attorney

  
	
   

  
	
   

  
	
  ARIAKE
  TRANSPORT CORP.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  
	
  FRONT
  STRATUS INC.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  



 


163

















 


	
  FRONT SAGA
  INC.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  
	
  FRONT
  SERENADE INC.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  
	
  FRONT FALCON
  CORP.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  
	
  HITACHI HULL
  4983 LTD.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  
	
  FRONT LAPAN
  PTE. LTD.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  
	
  TRANSCORP
  PTE. LTD.

  
	
   

  
	
  By:

  
	
   

  
	
   

  



 


164

















 


	
  BONFIELD
  SHIPPING LIMITED

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  
	
  FRONT
  SEMBILAN PTE. LTD.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  
	
  KATONG
  INVESTMENTS LIMITED

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  
	
  ASPINALL
  PTE. LTD.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  
	
  RETTIE PTE.
  LTD.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
   

  
	
  BLIZANA PTE.
  LTD.

  
	
   

  
	
  By:

  
	
   

  
	
   

  



 


165

















 


	
  THE LENDERS

  
	
   

  
	
  CRÉDIT
  AGRICOLE INDOSUEZ

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
  FORTIS BANK
  (NEDERLAND) N.V.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
  SKANDINAVISKA
  ENSKILDA BANKEN AB (PUBL.)

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
  NORDEA BANK
  NORGE ASA

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
  CITIBANK,
  N.A.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
  DNB NOR BANK
  ASA

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
  HSH NORDBANK
  AG

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
  SCOTIABANK
  EUROPE PLC

  
	
   

  
	
  By:

  
	
   

  



 


166

















 


	
  SWEDBANK
  (FÖRENINGSSPARBANKEN AB (PUBL))

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
  THE GOVERNOR
  AND COMPANY OF THE BANK OF SCOTLAND

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
  ING BANK
  N.V. (NORWAY)

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
  DEUTSCHE
  BANK AG IN HAMBURG

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
  By:

  
	
   

  
	
  SCHIFFSHYPOTHEKENBANK
  ZU LÜBECK AG

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
  DANISH SHIP
  FINANCE (DANMARKS SKIBSKREDITFOND)

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
  DEUTSCHE
  SCHIFFSBANK AKTIENGESELLSCHAFT

  
	
   

  
	
  By:

  
	
   

  



 


167

















 


	
  NIB CAPITAL
  BANK N.V.

  
	
   

  
	
  By:

  
	
   

  
	
   

  
	
  VEREINS-UND
  WESTBANK AG

  
	
   

  
	
  By:

  



 


168