Ocean Freight
				Inc. 
 Omega Building 
 80, Kifissias Avenue 
 GR- 151 25 Amaroussion
				
 Greece 
			 

		  
	 
	
			 
				 Attn: Mr.
				Kandylidis Antonis 
			 

		  
	 
	
			 Athens, April 16th, 2007 
	 
	
			 
				 Dear Sir,
				
			 

			 
				 We write
				further to the above and with regard to our recent discussions, and are pleased
				to confirm that Fortis Bank Athens Branch is prepared to provide a secured term
				loan for OceanFreight Inc., subject to the following terms and
				conditions.
			 

		  
	 
	
			 
				 Total
				Facility of maximum USD 147,000,000 
 (United States Dollars One Hundred
				Forty Seven Million)
			 

		  
	 


	 	Facility Purpose 	:	
			 
				 To provide
				debt finance for the acquisition of seven (7) vessels in total, described as
				follows (each a “Vessel” and collectively the “Vessels”):
				
			 

		  
	 	 	 


	 	 	Type	 	Vessel	 	DWT	 	Year 
 Built
 	 	 Yard	 
	 	
	 
	 	Bulk Carrier	 	M/V Pierre	 	70,316	 	1996	 	Sanoyas	 
	 	Bulk Carrier	 	M/V Lansing	 	73,040	 	1996	 	Samsung	 
	 	Bulk Carrier	 	M/V Topeka	 	74,710	 	2000	 	Hudong	 
	 	Bulk Carrier	 	M/V Austin	 	75,229	 	1995	 	Fincantieri	 
	 	Bulk Carrier	 	M/V Trenton	 	75,229	 	1995	 	Fincantieri	 
	 	Bulk Carrier	 	M/V Helena	 	73,744	 	1999	 	Sumitomo	 
	 	Bulk Carrier	 	M/V Juneau	 	149,495	 	1990	 	CSBC	 


	 	 	 	 
	Facility Type	:	
			 
				 Secured Term
				Loan (the “Facility”), evidenced by a loan agreement and other legal and commercial
				documents (the “Facility Agreement”). 
			 

		  


	 	 	 	 
	Facility Amount	:	
			 
				 Up to a
				maximum amount of USD 147,000,000 (United States Dollars One Hundred Forty Seven Million), but in
				any event not more than 50% of the Fair Market Value (“FMV”) of the
				Vessels, whichever is lower. 
			 

		  


	 	 
	1


	 
		 FORTIS BANK, ATHENS
		BRANCH 
166, Syngrou Ave. 176 71 Athens, GREECE Tel: + 30 210 9544 350, Fax:
		+ 30 210 9544368 BIC: GEBAGRAA 
	 

	 	
 

			 


	 
	 

	 

	 	
	 	 	 
	 	 	 The Fair
			 Market Value shall be determined as the arithmetic average of the valuations of
			 two independent sale & purchase brokers acceptable to the Agent.
			 
	 	 	 
	 	 	 Valuations
			 obtained at the expense of the Borrower shall be limited to one per year.
			 
	 	 	 
	 Advance Ratio
			 	 :	
			 
				 Advance ratio
				is determined as the aggregate final drawn amount under the Facility against
				the FMV of the Vessels. 
			 

		  
	 	 	 
	 Time Charter
			 	:	
			 
				 All seven (7)
				vessels will be time chartered according to the following table: 
			 

		  
	 	 	 


	 	Name	 	DWT	 	Net Rate
 ($/d) 

			 	 	Delivery
 	 	Period (mos)	 	Charterer	 
	
 	 
	M/V Pierre	 	70,316	 	22,425	 	April 30-Jun 15, 2007	 	Min 36-Max 40 chopt	 	Magellano Marine C.V	 
	M/V Lansing	 	73,040	 	23,100	 	May 15-Jun 30, 2007	 	Min 22-Max 26 chopt	 	Transbulk 1904 AB	 
	M/V Topeka	 	74,710	 	21,656	 	May 15-Aug 15, 2007	 	Min 38-Max 45 chopt	 	D’Amato Societa	 
	M/V Austin	 	75,229	 	24,375	 	May 1-Jun 30, 2007	 	Min 34-Max 38 chopt	 	Deiulemar	 
	M/V Trenton	 	75,229	 	24,375	 	May l-June 30, 2007	 	Min 34-Max 38 chopt	 	Deiulemar	 
	M/V Helena	 	73,744	 	29,000	 	May 1-June 30, 2007	 	Min 10-Max 14 chopt	 	Express Sea Transport	 
	M/V Juneau	 	149,495	 	40,000	 	May 1-July 15, 2007	 	Min 24 months	 	To be determined	 


	 	 	 	 
	 Borrower
			 	:	
			 
				 OceanFreight
				Inc., a corporation registered under the laws of a jurisdiction acceptable to the Agent.
				
			 

		  
	 	 	 
	 Corporate
			 Guarantors 	:	 Jointly and
			 severally, the SPCs which will unconditionally and irrevocably guarantee the
			 obligations of the Borrower under the Facility Agreement. 
	 	 	 
	 	 	The SPCs will be 100% owned by the
			 Borrower. 
	 	 	 
	 Arranger/Book
			 runner 	:	
			 
				 Fortis Bank,
				Athens Branch or any entity within our group (“Fortis Bank”
				and/or the
				“Arranger”). 
			 

		  
	 	 	 
	 	 	
			 
				 Fortis Bank
				reserves the right to syndicate out part of the Facility to one or more
				financial institutions, such institutions to be selected in consultation with
				the Borrower. 
			 

		  
	 	 	 
	 Manager
			 	:	
			 
				 Cardiff Marine
				Inc., Quintana Management LLC and Allseas Marine S.A., as commercial and technical
				managers, and any other reputable company as technical manager acceptable to
				the Arranger. 
			 

		  
	 	 	 
	 Agent
			 	:	 Fortis Bank
			 
	 	 	 
	 Drawdown
			 	:	
			 
				 In multiple
				tranches on delivery of each Vessel but in any event not later than the earlier
				of a) 5 months from the signing of the Offer Letter or b) 16th
				August 2007. 
			 

		  


	 	 
	2


	 
		 FORTIS BANK, ATHENS
		BRANCH 
166, Syngrou Ave. 176 71 Athens, GREECE Tel: + 30 210 9544 350, Fax:
		+ 30 210 9544368 BIC: GEBAGRAA 
	 

	 	
 

			 


	 
	 

	 

	 	
	 	 	 
	
			 Final Maturity 	:	
			 
				 8 years from
				Drawdown, or earlier in accordance with the Facility Agreement. 
			 

		  
	 	 	 
	 Repayment
			 	:	
			 
				 In 16
				consecutive semi-annual instalments commencing 6 months after last drawdown,
				depending on the final Advance Ratio, as shown in the table below: 
			 

		  
	 	 	 


	 	 	Advance Ratio
 The lesser of

			 	 	Instalments in USD 
 1st -
			 6th
 	 	Instalments in USD
 7th -
			 16th	 	Balloon in USD	 
	 	
	 
	 	  40% or
 USD
			 118,000,000	 	 4,000,000	 	8,400,000	 	10,000,000	 
	  
	 	  50% or
 USD 147,000,000	 	1st - 5
			 th
 9,800,000	 	
			 6th
 4,000,000	 	7th - 16th

			 8,400,000	 	Balloon in USD
 10,000,000	 


	 	 	 	 
	 	 	
			 
				The final
				balloon payment to be paid together with the 16th instalment.

			 

		  
	 	 	 
	 	 	
			 
				 Any extra
				amount drawn above USD 118,000,000, but in any case lower than USD 147,000,000,
				will have to be repaid within the first five (5) instalments pro-rata. 
			 

		  
	 	 	 
	 Voluntary
			 Prepayment 	:	
			 
				 Prepayable in
				whole or in part without penalty on any interest payment date, subject to (15)
				days written notice to the Agent, in minimum amounts of USD 500,000 or integral
				multiples thereof. 
			 

		  
	 	 	 
	 	 	 Prepayments
			 will be applied to the repayment schedule pro rata. 
	 	 	 
	 	 	
			 
				 Any break
				funding costs associated with prepayment(s) shall be for account of the Borrower. 
			 

		  
	 	 	 
	Involuntary	 	 
	 Prepayment
			 	:	
			 
				 The net
				proceeds from the sale or total loss of the Vessel shall be applied
				promptly on receipt
				towards the prepayment of the Facility according to the repayment schedule pro rata. 
			 

		  
	 	 	 
	 Arrangement
			 Fee 	:	
			 
				 0.70 % flat of
				the Facility Amount, payable to the Arranger upon signing of the Loan Agreement. 
			 

		  
	 	 	 
	 Commitment Fee
			 	:	
			 
				 0.40% per
				annum, payable semi-annually in arrears from the date of signing but not later than three months
				from the signing of the Loan Agreement, over the committed but undrawn portion
				of the Facility. 
			 

		  


	 	 
	3


	 
		 FORTIS BANK, ATHENS
		BRANCH 
166, Syngrou Ave. 176 71 Athens, GREECE Tel: + 30 210 9544 350, Fax:
		+ 30 210 9544368 BIC: GEBAGRAA 
	 

	 	
 

			 


	 
	 

	 

	 	
	 	 	 
	
			 Interest 	:	
			 
				 Interest will
				be charged over the outstanding portion of the Facility, at the rate of the
				Margin over :- 
			 

		  
	 	 	 
	 	 	
			 
				 1, 3, 6, 9 or
				12 month USD Libor, or such longer periods as the Agent may agree. 
			 

		  
	 	 	 
	 	 	
			 
				 Unlimited 1
				month interest periods in any calendar year will be permitted. 
			 

		  
	 	 	 
	 	 	
			 
				 Interest will
				be calculated on the basis of the actual number of days elapsed in a year of
				360 days, and shall be payable at the earlier of the end of an interest period
				and quarterly in areas. 
			 

		  
	 	 	 
	 Margin
			 	:	 Margin will be
			 adjusted based on the final Advance Ratio as follows: 
	 	 	 


	 	 	Advance Ratio (AR)	 	Margin p.a. above

			 LIBOR	 
	 	
	 
	 	
			 45%<AR< 50%	 	
			 1.25%	 
	 	40%<AR< 45%
 	 	1.20%	 
	 	AR< 40%	 	1.15%	 


	 	 	 	 
	 Hedging
			 	:	
			 
				 Any interest
				rate hedge instrument of the Borrower to be effectuated by the Agent and will
				be secured pari passu with the other securities under this Facility Agreement
				but ranking after the Facility. 
			 

		  
	 	 	 
	 Security
			 	:	
			 
				 Usual and
				customary for a transaction of this type, including but not limited to: 

			 

		  
	 	 	 	 
	 	 	–	
			 
				 First priority
				cross-collateralized mortgages over the Vessels in a jurisdiction acceptable to
				the Agent. 
			 

		  
	 	 	 	 
	 	 	–	
			 
				 First priority
				assignment of the Vessels’ insurances, including but not limited to Hull
				& Machinery, Protection & Indemnity, Loss of Hire, War Risks and MII.
				
			 

		  
	 	 	 	 
	 	 	 	
			 
				 Marine and War
				Risks shall be for a minimum of 130% of the outstanding Facility Amount.
				
			 

		  
	 	 	 	 
	 	 	 	
			 
				 The cost of
				MII taken out by the Agent shall be for the account of the Borrower. 
			 

		  
	 	 	 	 
	 	 	–	 First priority
			 assignment of all earnings of the Vessels. 
	 	 	 	 
	 	 	–	 Specific
			 assignment of the Time Charters. 


	 	 
	4


	 
		 FORTIS BANK, ATHENS
		BRANCH 
166, Syngrou Ave. 176 71 Athens, GREECE Tel: + 30 210 9544 350, Fax:
		+ 30 210 9544368 BIC: GEBAGRAA 
	 

	 	
 

			 


	 
	 

	 

	 	
	 


	 	 	 	–	
			 
				 First priority
				pledges over the Operating and Retention accounts held with the Agent. 
			 

		  
	 	 	 	 
	 	 	–	
			 
				 Unconditional
				and irrevocable Guarantee from the Corporate Guarantors for the obligations of
				the Borrower under the Facility Agreement. 
			 

		  
	 	 	 	 
	 	 	–	
			 
				 Manager’s
				Undertaking by the Manager of the Vessels. 
			 

		  
	 	 	 	 
	 Application of
			 Earnings 	:	
			 
				 All earnings
				of the Vessels shall be paid to the Agent for credit to the Vessels’
				Operating Accounts of the Borrowers held with the Agent. 
			 

		  
	 	 	 	 
	 	 	
			 
				 Said earnings
				to be applied as follows :- 
			 

		  
	 	 	 	 
	 	 	–	
			 
				 First, toward
				payment of all sums other than principal or interest due under the Facility
				Agreement which may be owing to the Banks. 
			 

		  
	 	 	 	 
	 	 	–	 Second, in or
			 towards payment of one sixth of the next semi-annual instalment and the
			 relevant monthly proportion of accruing interest which will be transferred to
			 the pledged Retention Account each month. 
	 	 	 	 
	 	 	 	
			 
				 Surplus
				earnings to be released to the Borrowers. 
			 

		  
	 	 	 	 
	 Covenants
			 	:	
			 
				 Usual and
				customary for a transaction of this type, including but not limited to :-
				
			 

		  
	 	 	 	 
	 	 	–	
			 
				 All capital
				stock of each Guarantor to be owned directly or indirectly by the Borrower.
				
			 

		  
	 	 	 	 
	 	 	–	 The flag of
			 the Vessels to be acceptable to the Agent. 
	 	 	 	 
	 	 	–	
			 
				 The Vessels to
				be in class, free of any overdue recommendations. 
			 

		  
	 	 	 	 
	 	 	–	
			 
				 Commercial,
				technical and/or operational management of the Vessels to be executed by
				Cardiff Marine Inc., or Quintana Maritime or Allseas Marine (hereafter called
				the “Managers”) or any other company acceptable to the Agent. 

			 

		  


	 	 
	5


	 
		 FORTIS BANK, ATHENS
		BRANCH 
166, Syngrou Ave. 176 71 Athens, GREECE Tel: + 30 210 9544 350, Fax:
		+ 30 210 9544368 BIC: GEBAGRAA 
	 

	 	
 

			 


	 
	 

	 

	 	
	 


	 	 	 	–	
			 No change of flag, classification society, intermediate or ultimate ownership
			 and management of the Vessels without the prior written consent of the Agent,
			 which shall not be unreasonably withheld. 
	 	 	 	 
	 	 	–	
			 No additional loans/ debt on the Vessels without prior written consent of the
			 Agent. 
	 	 	 	 
	 	 	–	The Borrower will from the required date
			 at all times during the security period comply with the International
			 Management Code for the Safe Operation of Ships and for Pollution Prevention
			 adopted by the International Maritime Organisation. 
	 	 	 	 
	 	 	–	
			 The Vessels’ Operating and Retention Accounts to be held with the Agent.
			 
	 	 	 	 
	 	 	–	
			 Cross default with respect to the other obligations of the Borrower and the
			 Corporate Guarantors for any amount in excess of USD 1,000,000. 
	 	 	 	 
	 	 	–	
			 No change in the Dividend Policy as defined in the IPO prospectus without prior
			 written consent of the Agent. 
	 	 	 	 
	 	 	–	
			 The Borrower shall provide the Agent with audited consolidated annual accounts
			 within 180 days of the year-end and combined semi­ annual management
			 accounts within 90 days of the half-year end. Further relevant financial
			 information shall be provided on demand. 
	 	 	 	 
	 	 	–	
			 Copies of any filings with, and reports to, the SEC by the Borrower.
			 
	 	 	 	 
	 	 	–	
			 The Borrower and the Corporate Guarantors to provide such other documents and
			 evidence as the bank shall require based on applicable laws and regulations and
			 the bank’s own internal guidelines relating to the bank’s
			 verification of the identity and knowledge of its customers. 
	 	 	 	 
	 	 	–	
			 Material Adverse Change, which is continuing. 
	 	 	 	 
	 Financial
			 Covenants 	:	
			 Usual and customary for a transaction of this type, including but not limited
			 to: 
	 	 	 	 
	 	 	For the Borrower:
			 
	 	 	 
	 	 	–	Value Maintenance Clause (VMC): The
			 aggregate market value of the Vessels over the amount outstanding under the
			 Facility should at all times be, based on the Advance Ratio, at least as
			 follows: 


	 	 
	6


	 
		 FORTIS BANK, ATHENS
		BRANCH 
166, Syngrou Ave. 176 71 Athens, GREECE Tel: + 30 210 9544 350, Fax:
		+ 30 210 9544368 BIC: GEBAGRAA 
	 

	 	
 



	 
	 

	 

	 	
	 


	 	 	Advance
			 Ratio	 	VMC	 
	 	
 	 
	 	45%<AR<50%	 	160%	 
	 	40%<AR<45%	 	155%	 
	 	AR< 40%	 	150%	 


	 	 	 	 	 
	 	 	 	The aggregate market values shall be
			 determined as the arithmetic average of the valuations of two independent sale
			 & purchase brokers acceptable to the Agent (any of Clarksons, Fearnleys,
			 Arrow, ASM, ACM, SSY, Platou). 
	 	 	 	 
	 	 	 	Vessels shall be valued twice a year to
			 test the VMC and any other time at the request of the Agent. Valuations
			 obtained at the expense of the Borrower shall be limited to (one) per year.
			 
	 	 	 	 
	 	 	–	Corporate Leverage:   Total
			 Interest Bearing Debt over the sum of Total Interest Bearing Debt plus
			 shareholders’ equity adjusted to reflect the market value of the
			 Borrower’s assets, not to exceed 70%. 
	 	 	 	 
	 	 	–	Cash built-up:  A cash
			 built-up pledged with the Agent, shall apply for the first three years and
			 shall remaining in place thereafter, depending on the Advance Ratio:
			 
	 	 	 	 


	 	 	Advance
			 Ratio	Months from final Drawdown 	 
	 	 	
	 
	 		6		12		18		24		30		36	 
	 	 	
 	 
	 		
			 Cash built-up (in min
			 USD) 	 
	 	 	
	 
	 	45%<AR< 50%	2.5	 	5.0	 	5.0	 	5.0	 	6.0	 	7.0	 
	 	40%<AR< 45%	3.0	 	6.0	 	7.0	 	8.0	 	10 0	 	12.0	 
	 	AR< 40%	3.5	 	7.0	 	8.0	 	9.0	 	11.0	 	14.0	 


	 	 	 	 	 
	 	 	–	Net Worth :  Outstanding
			 shares of the Borrower multiplied by the average share price during the last
			 quarter not to be less than USD 150.0 min. In the event of a new equity
			 issuance, the Agent should reserve the right of revisiting the Net Worth
			 clause. 
	 	 	 	 
	 	 	–	
			 Interest Cover :   The ratio of EBITDA to Net Interest Expense
			 shall not fall below the level of 3.0x. EBITDA is defined as consolidated
			 earnings before interest, taxes, depreciation and amortization for the Borrower
			 measured on a trailing twelve-month basis, calculated at the end of each fiscal
			 quarter. EBITDA shall be adjusted for non-cash losses or gains on assets sales
			 adding back any vessels’ survey expenses. 
	 	 	 	 
	 Dividends
			 	:	
			 The Borrower may pay freely dividends provided that: 


	 	 
	7


	 
		 FORTIS BANK, ATHENS
		BRANCH 
166, Syngrou Ave. 176 71 Athens, GREECE Tel: + 30 210 9544 350, Fax:
		+ 30 210 9544368 BIC: GEBAGRAA 
	 

	 	
 



	 
	 

	 

	 	
	 


	 	 	 	–	The dividend declaration shall be
			 accompanied by a compliance certificate evidencing in form and substance
			 satisfactory to the Agent that there is no Event of Default and that no such
			 Event of Default would occur out of the distribution of such dividend,
			 
	 	 	 	 
	 	 	–	Evidence that the Value Maintenance Clause
			 is complied with is provided to the Agent. 
	 	 	 	 
	 Conditions
			 Precedent 	:	Usual and customary for a transaction of
			 this type, including but not limited to :- 
	 	 	 	 
	 	 	–	Satisfactory valuations of the Vessels by
			 two independent sale & purchase brokers appointed by the Arranger. The
			 aggregate market values shall be determined as the arithmetic average of the
			 valuations of two independent sale & purchase brokers acceptable to the
			 Agent (any of Clarksons, Fearnleys, Arrow, ASM, ACM, SSY, Platou). 
	 	 	 	 
	 	 	–	The Vessels to be on time charters with
			 the Charterers. The time charter agreement to be reviewed and have a wording
			 satisfactory to the Arranger.
	 	 	 	 
	 	 	–	Prior to the Drawdown in relation to M/V
			 Juneau, the Borrower shall furnish to the Agent a time charter agreement with a
			 charterer acceptable to the Agent, at a net rate of at least USD 40,000 per day
			 and for a minimum duration of 24 months. 
	 	 	 	 
	 	 	–	The Borrower to provide such other
			 documents and evidence as the bank shall require based on applicable laws and
			 regulations and the bank’s own internal guidelines, relating to the
			 bank’s verification of the identity and knowledge of its customers.
			 
	 	 	 	 
	 	 	–	Satisfactory technical survey of the
			 Vessels by surveyors appointed by the Agent at the expense of the Borrowers.
			 
	 	 	 	 
	 	 	–	Prior to drawdown, a favourable opinion
			 from the Arranger’s insurance consultants at the expense of the Borrower
			 confirming that the required insurances have been placed and are acceptable to
			 the Arranger, and that the underwriters are acceptable to the Arranger.
			 
	 	 	 	 
	 	 	–	Letters of undertaking from the insurance
			 brokers, inclusive confirmation notices of assignment, notices of cancellation
			 and loss payable clause acceptable to the Arranger. 


	 	 
	8


	 
		 FORTIS BANK, ATHENS
		BRANCH 
166, Syngrou Ave. 176 71 Athens, GREECE Tel: + 30 210 9544 350, Fax:
		+ 30 210 9544368 BIC: GEBAGRAA 
	 

	 	
 



	 
	 

	 

	 	
	 


	 	 	 	–	The Borrower shall have accomplished the
			 initial public offering on the NASDAQ Stock Exchange of its common stock
			 identified in its Form F-l Registration Statement / Prospectus (the
			 “IPO”) filed with the Securities and Exchange Commission.
			 
	 	 	 	 
	 	 	–	All Vessels have to be delivered
			 unencumbered to the Borrower or the Corporate Guarantors.
	 	 	 	 
	 	 	–	The Management Agreement shall have been
			 executed and delivered to the Arranger before the signing date of the Facility
			 agreement and have a wording satisfactory to the Arranger.
	 	 	 	 
	 	 	–	The Arranger shall be satisfied with the
			 corporate and capital structure of the Borrower and its subsidiaries to be
			 established according to the F-l Registration Statement. 
	 	 	 	 
	 	 	–	After accomplishing the Transaction, the
			 Borrower and its subsidiaries shall have no outstanding indebtedness or
			 contingent liabilities, except for indebtedness incurred pursuant to the Term
			 Loan Facility, accounts payable and such other disclosed existing indebtedness
			 and disclosed contingent liabilities of the Borrower and its subsidiaries, if
			 any, as shall be permitted by the Arranger, and all stock of the
			 Borrower’s subsidiaries shall be owned by the Borrower, in each case free
			 and clear of liens (other than those securing the Term Loan Facility and such
			 other exceptions as may be mutually agreed upon). 
	 	 	 	 
	 	 	–	All necessary governmental approvals
			 (domestic and foreign) and third party approvals and/or consents in connection
			 with the Transaction, the transactions contemplated by the Term Loan Facility
			 and otherwise referred to herein shall have been obtained and remain in effect,
			 and all applicable waiting periods shall have expired without any action being
			 taken by any competent authority which, in the judgment of the Arranger,
			 restrains, prevents, or imposes materially adverse conditions upon, the
			 consummation of the Transaction or the transactions contemplated by the Term
			 Loan Facility or otherwise referred to herein. Additionally, there shall not
			 exist any judgment, order, injunction or other restraint prohibiting or
			 imposing materially adverse conditions upon the Transaction or the transactions
			 contemplated by the Term Loan Facility. 
	 	 	 	 
	 Events of
			 Default 	:	 Usual and customary for a transaction of
			 this type, including but not limited to :- 


	 	 
	9


	 
		 FORTIS BANK, ATHENS
		BRANCH 
166, Syngrou Ave. 176 71 Athens, GREECE Tel: + 30 210 9544 350, Fax:
		+ 30 210 9544368 BIC: GEBAGRAA 
	 

	 	
 



	 
	 

	 

	 	
	 


	 	 	 	–	
			 
				 Failure to pay
				any amounts due when required under the Facility Agreement. 
			 

		  
	 	 	 	 
	 	 	–	
			 
				 Cross default
				with respect to the other obligations of the Borrower and the Corporate
				Guarantors. 
			 

		  
	 	 	 	 
	 	 	–	
			 
				 Default under
				any other credit agreement. 
			 

		  
	 	 	 	 
	 	 	–	
			 
				 Cross default
				to other indebtedness. 
			 

		  
	 	 	 	 
	 	 	–	
			 
				 Bankruptcy,
				insolvency, etc. 
			 

		  
	 	 	 	 
	 	 	–	
			 
				 Change of
				control. 
			 

		  
	 	 	 	 
	 	 	–	
			 
				 Material
				Adverse Change, which is continuing. 
			 

		  
	 	 	 	 
	 General
			 Conditions 	:	
			 
				 In addition to
				the terms and conditions set out in this letter, the General Terms and
				Conditions of Fortis Bank Athens Branch will apply. 
			 

		  
	 	 	 	 
	 Market Flex
			 Provision 	:	
			 
				 The Arranger
				shall be entitled, after consultation with the Borrower, to change the terms
				and conditions, pricing, fees and structure of the Facility if the Arranger
				determines that such changes are required to ensure the successful syndication
				of the Facility (it being understood that the Arranger’s final hold
				position shall be established), provided that the total amount of the
				commitments under the Facility remain unchanged. 
			 

		  
	 	 	 	 
	 Clear Market
			 	:	
			 
				 During the
				period from the date of the signing of a mandate/commitment letter to the date,
				following close of primary syndication, the Borrowers and their subsidiaries
				shall not announce, enter into discussions to raise, raise or attempt to raise
				any other finance in the international or any relevant domestic syndicated loan
				markets (including, but not limited to, any bilateral or syndicated facility,
				bond or note issuance or private placement other than the IPO) without the
				prior written consent of Arranger not to be unreasonably to withheld. 
			 

		  
	 	 	 
	 Documentation
			 	:	
			 
				 Usual and
				customary for a transaction for this type. 
			 

		  
	 	 	 
	 Increased
			 Costs 	:	
			 
				 The
				documentation will include a provision requiring the Borrower to reimburse the
				Lender for any increased costs, which are incurred as a result of regulatory
				changes. 
			 

		  
	 	 	 
	 Representations / Warranties  	:	
			 Usual and customary for a transaction for this type. 


	 	 
	10


	 
		 FORTIS BANK, ATHENS
		BRANCH 
166, Syngrou Ave. 176 71 Athens, GREECE Tel: + 30 210 9544 350, Fax:
		+ 30 210 9544368 BIC: GEBAGRAA 
	 

	 	
 



	 
	 

	 

	 	
	 


	 	
			 Taxation 	:	
			 
				 Any payments
				under the Facility Agreement are to be made free and clear of all present and
				future taxes, levies, duties or deductions of any nature whatsoever, levied
				either now or at any future time. 
			 

		  
	 	 	 
	
			 Expenses 	:	
			 
				 All costs
				incurred in connection with the establishment and maintenance of the Facility,
				the Facility Agreement and security documents, including legal fees and out of
				reasonable pocket expenses will be for the account of the Borrower. 
			 

		  
	 	 	 
	 Governing Law
			 	:	
			 
				 The laws of
				England and the non-exclusive jurisdiction of the English courts. 
			 

		  
	 	 	 
	
			 
				 This offer
				letter will remain valid until the close of business, Athens time on the
				20th of April 2007. 
			 

		  
	 	 	 
	
			 
				 If you agree
				with contents of this offer letter, we kindly request you return to us the
				copy, dated and duly signed. 
			 

		  


	 	 
	 Yours
			 Sincerely, 
	 
	
			 
				 For and on
				behalf of 
			 

		  


	 	 	 
	     /s/ G.
			 ARCADIS	        /s/
			 D.P. CHRISTACOPOULOS
	    Fortis Bank
			 
    G.
			 ARCADIS	        D.P.
			 CHRISTACOPOULOS
	    Athens Branch
			 	 
	 	 


	 	 	 
	         /s/
			 ANTONIOS KANDYLIDIS	 
	         ANTONIOS
			 KANDYLIDIS	 
	         AUTHORIZED
			 SIGNATORY 	 
	   Ocean Freight Inc.
			 	 


	 	 
	11


	 
		 FORTIS BANK, ATHENS
		BRANCH 
166, Syngrou Ave. 176 71 Athens, GREECE Tel: + 30 210 9544 350, Fax:
		+ 30 210 9544368 BIC: GEBAGRAA