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| Clause |                                                           | Page   |
|--------|----------------------------------------------------------------|--------|
|   |                                                           |   |
| 1      | INTERPRETATION                                                 | 3      |
| 2      | FACILITY                                                       | 24     |
| 3      | DRAWDOWN                                                       | 25     |
| 4      | INTEREST                                                       | 27     |
| 5      | INTEREST      PERIODS                                          | 29     |
| 6      | DEFAULT      INTEREST                                          | 30     |
| 7      | REDUCTION,      REPAYMENT, PREPAYMENT AND CANCELLATION         | 30     |
| 8      | CONDITIONS      PRECEDENT TO THE ADVANCES                      | 35     |
| 9      | REPRESENTATIONS      AND WARRANTIES                            | 38     |
| 10     | COVENANTS                                                      | 44     |
| 11     | GUARANTEE                                                      | 53     |
| 12     | PAYMENTS      AND CALCULATIONS                                 | 55     |
| 13     | APPLICATION      OF RECEIPTS                                   | 57     |
| 14     | EVENTS      OF DEFAULT                                         | 58     |
| 15     | FEES      AND EXPENSES                                         | 61     |
| 16     | INDEMNITIES                                                    | 62     |
| 17     | NO      SET-OFF OR TAX DEDUCTION                               | 66     |
| 18     | ILLEGALITY,      ETC                                           | 66     |
| 19     | ASSIGNMENTS      AND PARTICIPATIONS; CHANGES IN LENDING OFFICE | 67     |
| 20     | VARIATIONS      AND WAIVERS                                    | 70     |
| 21     | NOTICES                                                        | 71     |
| 22     | POSITION      OF THE LENDERS AND THE SWAP BANK                 | 73     |
| 23     | SUPPLEMENTAL;      SUBORDINATION OF OBLIGORS                   | 73     |
| 24     | UPSIZE      OPTION                                             | 74     |
| 25     | EFFECTIVENESS      OF THIS AGREEMENT                           | 75     |
| 26     | THE      AGENT AND THE SECURITY TRUSTEE                        | 77     |
| 27     | LAW      AND JURISDICTION                                      | 81     |
| 28     | WAIVER      OF JURY TRIAL                                      | 82     |
| 29     | PATRIOT      ACT                                               | 82     |

|   |   |
|--------|--------|

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| Schedule      1 | Lenders      and Commitments                 |
|-----------------|----------------------------------------------|
| Schedule      2 | Drawdown      Notice                         |
| Schedule      3 | Condition      Precedent Documents           |
| Schedule      4 | Form      of Assignment and Acceptance       |
|            |                                         |
| Appendix      A | Form      of Accession Agreement             |
| Appendix      B | Form      of Compliance Certificate          |
| Appendix      C | Form      of Charter Assignment              |
| Appendix      D | Form      of Earnings Account Pledge         |
| Appendix      E | Form      of Earnings Assignment             |
| Appendix      F | Form      of Insurance Assignment            |
| Appendix      G | Forms      of Manager’s Undertaking    |
| Appendix      H | Forms      of Mortgage and Deed of Covenants |
| Appendix      I | Forms      of Note                           |
| Appendix      J | Form      of Share Pledge                    |

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| (1)    | OCEANFREIGHT INC., a      corporation duly existing and incorporated under the laws of the Republic      of The Marshall Islands, as borrower (the “Borrower”);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (2)    | KIFISSIA      STAR OWNERS INC. (“Kifissia”), OCEANCLARITY      OWNERS LIMITED (“Oceanclarity”),      OCEANENERGY OWNERS LIMITED (“Oceanenergy”),      OCEANFIGHTER OWNERS INC. (“Oceanfighter”),      OCEANPRIME OWNERS LIMITED (“Oceanprime”),      OCEANRESOURCES OWNERS LIMITED (“Oceanresources”),      OCEANSHIP OWNERS LIMITED (“Oceanship”),      OCEANSTRENGTH OWNERS LIMITED (“Oceanstrength”),      OCEANTRADE OWNERS LIMITED (“Oceantrade”),      OCEANVENTURE OWNERS LIMITED (“Oceanventure”) and      OCEANWEALTH OWNERS LIMITED (“Oceanwealth”), each a      corporation duly existing and incorporated under the laws of the Republic      of The Marshall Islands, as joint and several guarantors (together with      any Additional Ship Owner and any Replacement Ship Owner (each as defined      below) which becomes a party hereto pursuant to an Accession Agreement (as      defined below), the “Guarantors”, and each      separately a “Guarantor”); |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (3)    | THE      BANKS AND FINANCIAL INSTITUTIONS NAMED ON SCHEDULE 1 HERETO, as lenders      (collectively, the “Existing      Lenders”);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (4)    | NORDEA      BANK NORGE ASA,      acting through its      Grand Cayman branch, as lead arranger (in such capacity, the “Lead Arranger”) and      bookrunner (in such capacity, the “Bookrunner”);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (5)    | BANK      OF SCOTLAND PLC, PIRAEUS BANK A.E. and SKANDINAVISKA ENSKILDA BANKEN AB,      as co-arrangers (collectively, in such capacity, the “Co-Arrangers”);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (6)    | NORDEA      BANK FINLAND PLC, acting      through its New York branch, as administrative agent for the      Lenders (in such capacity, the “Agent”) and security      trustee (in such capacity, the “Security Trustee”);      and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (7)    | NORDEA      BANK FINLAND PLC, acting      through its New York branch, as swap bank (in such capacity, the      “Swap      Bank”).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |

| (a) | a      revolving credit facility in a principal amount of up to $200,000,000 (the      “Tranche A Loan”)      for the purposes of (i) refinancing the existing indebtedness of the      Borrower and the relevant Guarantors in respect of the Original Fleet,      (ii) financing up to 100% of the purchase price payable in respect of the      PINK SANDS and the RICHMOND, (iii) paying fees and expenses in relation to      this facility and (iv) providing the Group with funds for general      corporate and working capital purposes;and |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

| (b) | a      term loan facility in a principal amount of up to $125,000,000 (the “Tranche B Loan”) for the      purpose of financing up to 100% of the purchase price (including any      deposit) payable in respect of the AUGUSTA, OLINDA and any other      Additional Ships (provided that the      Commitments in respect of the Tranche B Loan shall be reduced on October      1, 2010 by an amount equal to the undrawn amount (if any) of the Tranche B      Loan on such date); |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (a)    | increase      the Margin from 1.05 percent per annum to 1.30 percent per      annum;                                                                                                                                                                                                                                                                                                                                                         |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (b)    | increase      the Collateral Maintenance Ratio from 125% of the Loan plus any unutilized      Commitment in respect of the Tranche A Loan to 140% of the Loan plus any      unutilized Commitment in respect of the Tranche A Loan;                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (c)    | increase      the commitment fee from 0.35% per annum on the daily average unutilized      Commitment of each Lender to 0.45% per annum on the daily average unutilized      Commitment of each Lender;                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (d)    | provide that the Commitments in      respect of the Tranche A Loan shall be reduced by 16 semi-annual      reductions, commencing on April 1, 2008 and thereafter on each October 1      and April 1 which follows, with the first two (2) reductions to be in the      amount of $8,500,000 each, the following 13 reductions to be in the amount      of $11,000,000 each, and the 16th reduction to be in the amount of      $40,000,000; |

----

| (e)    | provide      that repayment installments in respect of Advances of the Tranche B Loan      shall be repaid in 15 semi-annual installments, commencing on January 1,      2009 and thereafter on each July 1 and January 1 which follows, with the      first 14 repayment installments to be in the principal      amount of $6,944,444 and the 15th repayment installment to be in the principal      amount of $27,777,778; and |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              |
| (f)    | provide      that the weighted average      age of the Ships (weighted by the Fair Market Value of the Ships) shall      not exceed 18 years.  If any Ship reaches the age of 21      years or more during this period, such Ship shall be assigned no value in      the calculation of the aggregate Fair Market Value of the Ships;      and                                                                          |

| (a)    | the provisions of the Original      Loan Agreement, to the extent amended and restated hereby, shall be      superseded and replaced by the provisions of this Agreement, provided      that this Agreement      and any amendments, modifications or supplements to be issued pursuant to      this Agreement to the documents executed as security (the “Original      Security Documents”)      for the obligations of the Obligors under the Original Loan Agreement, the      Notes and the Master Agreement will not extinguish the obligations of the      Obligors arising under the Original Loan Agreement and the Original      Security Documents and do not constitute a novation of the Original Loan      Agreement or the any of the Original Security Documents;      and |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (b)    | all Security Interests evidenced      by the Original Security Documents, to the extent amended and restated in      connection with this Agreement, are hereby ratified, confirmed and      continued.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |

| 1      | INTERPRETATION                                                                                                                                                                                                                                                                                |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                          |
| 1.1    | Definitions.  Subject      to Clause 1.5, in this Agreement:                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                          |
|   | “Acceptable Accounting      Firm” means Ernst & Young, or such other recognized      international accounting firm as the Agent may, with the consent of the      Majority Lenders, approve from time to time in writing, such approval not      to be unreasonably withheld; |
|   |                                                                                                                                                                                                                                                                                          |
|   | “Accession Agreement”      means, in relation to an Additional Ship Owner, an Accession Agreement in      the form set out in Appendix A hereto;                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                          |
|   | “Actual Drawdown Date”      means, in respect of an Advance, the date on which that Advance is      actually made;                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                          |
|   | “Additional Ship” means a      ship which is, or is to be, purchased by an Additional Ship Owner which      (unless all of the Lenders acting in their reasonable discretion agree      otherwise) must satisfy all of the Additional Ship      Requirements;                     |
|   |                                                                                                                                                                                                                                                                                          |
|   | “Additional Ship      Requirements” means a ship which is proposed to be purchased by an      Additional Ship Owner that satisfies the following      requirements:                                                                                                               |

----

|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | it      is either a crude oil tanker, a product tanker, a chemical tanker, a bulk      carrier or a container ship and, in the case of any tanker vessel, of      double hull design;     |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                      |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | on      the Actual Drawdown Date of an Advance of the Tranche B Loan relating to      such Additional Ship, such Additional Ship is no more than 12 years      old;                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                      |
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | it      is purchased on normal, arm’s-length commercial terms;                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                      |
|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | it      maintains the highest class for vessels of the same age and type with a      Classification Society, free of any overdue recommendations and conditions      affecting class; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                      |
|   | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | it      is to be registered under the law of an Approved Flag    State.                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | “Additional Ship MOA”      means, in relation to an Additional Ship, a memorandum of agreement to be      made between the Additional Ship Seller and the Additional Ship Owner on      terms and conditions acceptable to the Agent (such approval not to be      unreasonably withheld if the Additional Ship satisfies all the Additional      Ship Requirements);                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | “Additional Ship Seller”      means the seller of an Additional Ship;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | “Additional Ship Owner”      means a company which is a direct or indirect wholly-owned subsidiary of      the Borrower incorporated in a jurisdiction acceptable to the Majority      Lenders (in their reasonable discretion) which shall be the owner of an      Additional Ship and which will become a Guarantor hereunder pursuant to an      Accession Agreement, it being understood that any Additional Ship Owner      may be incorporated in an Approved Flag State without the consent of the      Lenders;                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | “Advance” means the      principal amount of each borrowing by the Borrower under this      Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | “Affected Lender” has the      meaning assigned such term in Clause 4.5;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | “Affiliate” means, as to      any person, any other person that, directly or indirectly, controls, is      controlled by or is under common control with such person or is a director      or officer of such person, and for purposes of this definition, the term      “control”      (including the terms “controlling”, “controlled by” and      “under common control      with”) of a person means the possession, direct or indirect, of the      power to vote 50% or more of the voting stock of such person or to direct      or cause direction of the management and policies of such person, whether      through the ownership of voting stock, by contract or      otherwise; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | “Approved Broker” means      each of H. Clarkson & Company Limited, R.S. Platou Shipbrokers A.S.,      Fearnley AS, Lorentzen &      Stemoco A/S, Simpson Spence & Young and such other      internationally recognized ship brokers as the Agent may, with the consent      of the Majority Lenders, approve from time to time in writing, such      approval not to be unreasonably withheld;                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | “Approved Flag” means the      Bahamas, Cypriot, Maltese, Marshall Islands, Liberian, Panamanian or      Singapore flag or such other flag as the Agent may, with the consent of      the Majority Lenders, approve from time to time in writing as the flag on      which a Ship shall be registered, such approval not to be unreasonably      withheld;                                                                                                                                                                                                                                                                                                                                                                                   |

----

|   | “Approved Flag State”      means The Bahamas, Cyprus, Malta, Marshall Islands, Liberia, Panama and      Singapore or any other country in which the Agent may, with the consent of      the Majority Lenders, approve from time to time in writing that a Ship be      registered, such approval not to be unreasonably  withheld;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | “Approved Manager” means,      in relation to each Ship, either:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Cardiff      Marine Inc., a corporation incorporated in the Republic of Liberia and      maintaining a ship management office at Omega Building, 80 Kifissias      Avenue, Maroussi, 151 25, Greece; or |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Wallem      Shipmanagement, a company incorporated in Hong Kong and maintaining a ship      management office at 12/F Warwick House East, Taikoo Place, 979 King’s      Road, Quarry Bay, Hong Kong, |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | or      any other company which the Agent may, with the consent of the Majority      Lenders, approve from time to time in writing as the technical or      commercial manager of a Ship, such approval not to be unreasonably      withheld;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | “Assignment and      Acceptance” means an assignment and acceptance entered into by a      Lender and an assignee of such Lender, and accepted by the Agent, pursuant      to Clause 19.2 hereof, in substantially the form of Schedule 4      hereto;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | “AUGUSTA” means the      1996-built bulk carrier of 69,053 deadweight tons registered in the      ownership of Kifissia under Marshall Islands flag with the name “AUGUSTA”      and IMO Number 9134189;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | “AUSTIN” means the      1995-built bulk carrier of 75,229 deadweight tons registered in the      ownership of Oceanventure under Cypriot flag with the name “AUSTIN” and      IMO Number 9083536 ;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | “Availability Period”      means any Business Day during the period commencing on September 18, 2007      and ending on:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | in      the case of the Tranche A Loan, the earlier of the Business Day      immediately preceding the Maturity Date and the date on which the Total      Commitments in respect of the Tranche A Loan are cancelled or terminated;      or |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | in      the case of the Tranche B Loan, the earlier of the third anniversary of      the Closing Date and the date on which the Total Commitments in respect of      the Tranche B Loan are fully borrowed, cancelled or      terminated; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | “Business Day” means a      day on which dealings are carried out in the London Interbank Market and      which is also a day on which commercial banks are not authorized or      required to close in New York, New York, Hamburg, Germany, Athens, Greece,      or Piraeus, Greece;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | “Cash Equivalents” means      (a) securities issued or directly and fully guaranteed or insured by the      United States of America or any agency or instrumentality thereof      (provided that the full faith and credit of the United States of America      is pledged in support thereof), (b) time deposits, certificates of deposit      or deposits in the interbank market of any commercial bank of recognized      standing organized under the laws of the United States of America, any      state thereof or any foreign jurisdiction having capital and surplus in      excess of $500,000,000, and rated at least A+ or the equivalent thereof by      Standard & Poor’s Rating Services in respect of both (a) and (b)      above, in each case having maturities of not more than ninety (90) days      from the date of acquisition; and (c) such other securities or instruments      as the Majority Lenders shall agree inwriting; |

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|   | “Change of Control” means (a) any “person” (as such      term is used in Section 13(d) and 14(d) of the Exchange Act) who is not      now a beneficial owner of the Borrower becomes the beneficial owner (as      defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or      indirectly, of more than 20% of the total voting power or ownership      interest of the Borrower, or (b) the board of directors of the Borrower      ceases to consist of a majority of the directors existing as of the date      of this Agreement or directors nominated by at least two-thirds (2/3) of      the then existing directors;                                                                                                          |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | “Charter Assignment” means, in relation      to a Ship, an assignment of any time or voyage charter party for such Ship      with a duration in excess of 12 months, in the form set out in Appendix C      hereto;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | “Classification Society”      means, in relation to a Ship, the American Bureau of Shipping, Det Norske      Veritas, Lloyd’s Register, Bureau Veritas, Nippon Kaiji Kyokai,      Germanischer Lloyd or such other first-class vessel classification society      which is a member of IACS that the Agent has, with the consent of the      Majority Lenders, approved in writing, such approval not to be      unreasonably withheld;                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | “Closing Date” means      October 1, 2007;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | “Collateral” means all      property (including, without limitation, any proceeds thereof) referred to      in the Finance Documents that is or is intended to be subject to any      Security Interest in favor of the Security Trustee, for the benefit of the      Lenders (and the Swap Bank if the Borrower enters into a Master Agreement      with the Swap Bank), securing the obligations of the Borrower or a      Guarantor under this Agreement or any other Finance    Document;                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | “Collateral Maintenance      Ratio” has the meaning assigned such term in Clause      10.3(d);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | “Commitment” means, at any time      with respect to each Lender and each Tranche of the Loan, the maximum sum      to be advanced at such time by such Lender to the Borrower pursuant to      this Agreement, which sum as of the Effective Date shall be the amount set      forth opposite such Lender’s name on Schedule 1 hereto, and “Total Commitments” means      the aggregate of the Commitments of all the Lenders in respect of either      Tranche or both Tranches, as the context may require, in each case as such      amount may be reduced, cancelled or terminated in accordance with this      Agreement (including, without limitation, as provided in Clause 2.1(a)      hereof in respect of the Tranche A Loan); |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | “Compliance Certificate”      means the certificate executed by the Borrower’s chief financial officer      or equivalent officer in the form set out in Appendix B      hereto;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | “Confirmation” and “Early Termination Date”,      in relation to any continuing Designated Transaction, have the meanings      assigned such terms in the Master Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | “Consolidated Net Worth”      means, at any time, shareholders’ equity of the Borrower on a consolidated      basis determined in accordance with GAAP;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | “Contractual Currency”      has the meaning assigned such term in Clause 16.5;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | “Credit Parties” means      the Lenders, the Security Trustee, the Agent, the Lead Arranger, the      Bookrunner and, if the Borrower enters into the Master Agreement, the Swap      Bank, and in the singular means any ofthem;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |

----

|   | “Deed of Covenant” means      in relation to each Ship, if a deed of covenant is appropriate given the      Mortgage on that Ship, a deed of covenant collateral to the Mortgage on      that Ship, in the form set out in Appendix H-1, H-2, H-3 or H-7 hereto, as      the case may be; |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                  |
|   | “Delivery Date” has the      meaning assigned such term in Clause 8.2(b);                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                  |
|   | “Designated Transaction”      means a Transaction which fulfills the following    requirements:                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                  |
|   | (a)                                                                                                                                                                                                                                                                                                   | it      is entered into by the Borrower and the Swap Bank pursuant to the Master      Agreement; |
|   |                                                                                                                                                                                                                                                                                                  |   |
|   | (b)                                                                                                                                                                                                                                                                                                   | its      purpose is to hedge the Borrower’s exposure under this Agreement to      fluctuations in the interest rate arising from the funding of the Loan (or      any part thereof) for a period expiring no later than the Maturity      Date; |
|   |                                                                                                                                                                                                                                                                                                  |   |
|   | (c)                                                                                                                                                                                                                                                                                                   | the      notional principal amount of such Transaction, together with all other      continuing Designated Transactions, does not and in the future (taking      into account the scheduled amortization thereof) will not exceed the      aggregate amount of the Loan scheduled to be outstanding from time to      time; and |
|   |                                                                                                                                                                                                                                                                                                  |   |
|   | (d)                                                                                                                                                                                                                                                                                                   | it      is designated by the Swap Bank, by delivery by the Swap Bank to the Agent      of a notice of designation, as a Designated Transaction for the purposes      of the Finance Documents; |
|   |                                                                                                                                                                                                                                                                                                  |
|   | “Disbursement      Authorization” has the meaning assigned such term in Clause      8.2(b);                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                  |
|   | “Dollars” and “$” means the lawful      currency for the time being of the United States of    America;                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                  |
|   | Drawdown Notice” means a      notice in the form set out in Schedule 2 hereto (or in any other form      which the Agent approves or reasonably requires);                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                  |
|   | “Earnings” means, in      respect of each Ship, all moneys whatsoever which are now, or later      become, payable (actually or contingently) to the owner of such Ship and      which arise out of the use or operation of such Ship, including (but not      limited to):               |
|   |                                                                                                                                                                                                                                                                                                  |
|   | (a)                                                                                                                                                                                                                                                                                                   | all      freight, hire and passage moneys, compensation payable to such owner in      the event of requisition of such Ship for hire, remuneration for salvage      and towage services, demurrage and detention moneys and damages for breach      (or payments for variation or termination) of any charterparty or other      contract for the employment of such Ship; |
|   |                                                                                                                                                                                                                                                                                                  |   |
|   | (b)                                                                                                                                                                                                                                                                                                   | all      moneys which are at any time payable under Insurances in respect of loss      of earnings; and |
|   |                                                                                                                                                                                                                                                                                                  |   |
|   | (c)                                                                                                                                                                                                                                                                                                   | if      and whenever such Ship is employed on terms whereby any moneys falling      within paragraphs (a) or (b) above are pooled or shared with any other      person, that proportion of the net receipts of the relevant pooling or      sharing arrangement which is attributable to such  Ship; |

----

|   | “Earnings Account” means,      collectively, the Kifissia Earnings Account, Oceanclarity Earnings      Account, Oceanenergy Earnings Account, Oceanfighter Earnings Account,      Oceanprime Earnings Account, Oceanresources Earnings Account, Oceanship      Earnings Account, Oceanstrength Earnings Account, Oceantrade Earnings      Account, Oceanventure Earnings Account, Oceanwealth Earnings Account and      each other earnings account established with the Agent by the Borrower, an      Additional Ship Owner or a Replacement Ship Owner, and in the singular      means any one of them; |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | “Earnings Account      Pledge” means a first      priority pledge of the relevant Earnings Account in the form set out in      Appendix D hereto;                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | “Earnings      Assignment” means, in relation      to a Ship, the first priority assignment of the Earnings and any      Requisition Compensation of such Ship in the form set out in Appendix E      hereto;                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | “EBITDA” means, for any      accounting period, the consolidated net income of the Group for that      accounting period:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | plus,      to the extent deducted in computing consolidated net income of the Group      for that accounting period, the sum, without duplication,    of: |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (i) | all      federal, state, local and foreign taxes and tax    distributions; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (ii) | Net      Interest Expense; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (iii) | depreciation,      depletion, amortization of intangibles and other non-cash charges or      non-cash losses (including non-cash transaction expenses and the      amortization of debt discounts) and any extraordinary losses not incurred      in the ordinary course of business; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (iv) | any      drydocking expenses; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | minus,      to the extent added in computing consolidated net income of the Group for      that accounting period, any non-cash income or non-cash gains and any      extraordinary gains on asset sales or otherwise not incurred in the      ordinary course of business; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   | all      determined on a consolidated basis in accordance with GAAP and as shown in      the consolidated statements of income for the Group;                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | “Effective Date” has the      meaning assigned such term in Clause 25.1;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | “Eligible Assignee”      means                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | any      commercial bank organized under the laws of the United States, or any      State thereof, and having total assets in excess of      $1,000,000,000; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | any      commercial bank organized under the laws of any other country that is a      member of the OECD or has concluded special lending arrangements with the      International Monetary Fund Associated with its General Arrangements to      Borrow, or a political subdivision of any such country, and having total      assets in excess of $1,000,000,000, so long as such bank is acting through      a branch or agency located in the United States or in the country in which      it is organized or another country that is described in this clause      (b); |

----

|   | (c)                                                                                                                                                                                                                                                                     | the      central bank of any country that is a member of the  OECD;                                                                                                                                                                                                                                                                                                                                       |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | (d)                                                                                                                                                                                                                                                                     | any      finance company, insurance company or other financial institution or fund      (whether a corporation, partnership, trust or other entity) that (i) is      not affiliated with the Borrower, (ii) is engaged in making, purchasing or      otherwise investing in commercial loans in the ordinary course of its      business and (iii) has total assets in excess of $1,000,000,000;      and |
|   |                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | (e)                                                                                                                                                                                                                                                                     | any      other Person (other than an Affiliate of the Borrower or a Guarantor)      whose primary business is not owning, managing or chartering vessels      approved by the Agent and the Borrower and having assets in excess of      $1,000,000,000, such approval not to be unreasonably withheld;                                                                                                   |
|   |                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | “Environmental Law” means      any law relating to pollution or protection of the environment, to the      carriage of Environmentally Sensitive Material or to actual or threatened      releases of Environmentally Sensitive Material;                   |
|   |                                                                                                                                                                                                                                                                    |
|   | “Environmental Permit”      means any permit, approval, identification number, license or other      authorization required under any Environmental Law;                                                                                                    |
|   |                                                                                                                                                                                                                                                                    |
|   | “Environmentally Sensitive      Material” means oil, oil products and any other substance      (including any chemical, gas or other hazardous or noxious substance)      which is (or is capable of being or becoming) polluting, toxic or      hazardous; |
|   |                                                                                                                                                                                                                                                                    |
|   | “Estate” has the meaning      assigned such term in Clause 26.1;                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                    |
|   | Event of Default” means      any of the events or circumstances described in Clause    14.1;                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                    |
|   | “Exchange Act” means the      United States Securities Exchange Act of 1934, as  amended;                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                    |
|   | “Expected Drawdown Date”      means, in respect of an Advance of all or a portion of any Tranche of the      Loan available under this Agreement, the date requested by the Borrower in      the Drawdown Notice for such Advance to be made;               |
|   |                                                                                                                                                                                                                                                                    |
|   | “Fair Market Value”      means, in relation to each Ship, the market value of such Ship at any date      that is shown by the average of two (2) valuations each prepared and      addressed to the Agent:                                                  |
|   |                                                                                                                                                                                                                                                                    |
|   | (a)                                                                                                                                                                                                                                                                     | as      at a date not more than 30 days prior to the date such valuation is      delivered to the Agent;                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | (b)                                                                                                                                                                                                                                                                     | by      an Approved Ship Broker;                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | (c)                                                                                                                                                                                                                                                                     | with      or without physical inspection of that Ship (as the Agent may      require);                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | (d)                                                                                                                                                                                                                                                                     | on      the basis of a sale for prompt delivery for cash on normal arm’s length      commercial terms as between a willing seller and a willing buyer, free of      any existing charter or other contract of employment (and with no value to      be given to any pooling arrangements);and                                                                                                       |

----

|   | (e)                                                                                                                                  | after      deducting the estimated amount of the usual and reasonable expenses which      would be incurred in connection with the sale;                                                                                                                                                                                                                                                                     |
|--------|--------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | “Fee Letter” means the letter      dated August 30, 2007 from Nordea Bank Norge ASA to the      Borrower;           |
|   |                                                                                                                                 |
|   | “Finance Documents”      means:                                                                                          |
|   |                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | (a)                                                                                                                                  | this      Agreement;                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | (b)                                                                                                                                  | the      Notes;                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | (c)                                                                                                                                  | the      Master Agreement (if executed);                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | (d)                                                                                                                                  | the      Charter Assignments;                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | (e)                                                                                                                                  | the      Earnings Account Pledges;                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | (f)                                                                                                                                  | the      Earnings Assignments;                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | (g)                                                                                                                                  | the      Insurance Assignments;                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | (h)                                                                                                                                  | the      Mortgages and any related Deed of Covenant;                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | (i)                                                                                                                                  | the      Second Statutory Mortgages;                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | (j)                                                                                                                                  | the      Share Pledges; and                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | (k)                                                                                                                                  | any      other document (whether creating a Security Interest or not) which is      executed at any time by any Obligor or any other person as security for,      or to establish any form of subordination or priorities arrangement in      relation to, any amount payable to or for the benefit of a Credit Party      under this Agreement or any of the documents referred to in this      definition; |
|   |                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | “Financial Indebtedness”      means, in relation to a person (the “debtor”), a liability of      the debtor: |
|   |                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | (a)                                                                                                                                  | for      principal, interest or any other sum payable in respect of any moneys      borrowed or raised by the debtor;                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | (b)                                                                                                                                  | under      any bond, note or other security issued by the debtor;                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | (c)                                                                                                                                  | under      any acceptance credit, guarantee or letter of credit facility made      available to the debtor;                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | (d)                                                                                                                                  | under      a financial lease, a deferred purchase consideration arrangement or any      other agreement having the commercial effect of a borrowing or raising of      money by the debtor;                                                                                                                                                                                                                  |
|   |                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | (e)                                                                                                                                  | under      any interest or currency swap or any other kind of derivative transaction      entered into by the debtor or, if the agreement under which any such      transaction is entered into requires netting of mutual liabilities, the      liability of the debtor for the net amount;or                                                                                                               |

----

----

|   | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | under      a guarantee, indemnity or similar obligation entered into by the debtor in      respect of a liability of another person which would fall within (a) to      (e) if the references to the debtor referred to the other      person;      |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                |
|   | “Financial Year” means in      relation to the Group, each period of one (1) year commencing on January 1      of each year and ending on December 31 of such year in respect of which      its consolidated accounts are or ought to be prepared;                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | “First Expected Drawdown      Date” means the Expected Drawdown Date requested by the Borrower in      the first Drawdown Notice submitted by the Borrower to the Agent for an      Advance of all or a portion of either Tranche of the Loan available under      this Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | “Funded Debt” means, on a      consolidated basis for the Borrower (without duplication), the sum of (a)      all Financial Indebtedness of the Borrower on a consolidated basis, (b)      all obligations to pay a specific purchase price for goods or services      whether or not delivered or accepted (including take-or-pay and similar      obligations which in accordance with GAAP would be shown on the liability      side of a balance sheet), (c) all net obligations under interest rate      agreements and (d) all guarantees of non-consolidated entity obligations,      provided that      balance sheet accruals for future drydock expenses shall not be classified      as Funded Debt; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | “GAAP” has the meaning      assigned such term in Clause 1.6;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | “Group” means the      Borrower and its subsidiaries (whether direct or indirect and including,      but not limited to, the Guarantors) from time to time during the Security      Period;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | “Guaranteed Obligations”      has the meaning assigned such term in Clause 11.1;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | “Guaranteed Party” has      the meaning assigned such term in Clause 11.1;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | “Guarantee” has the      meaning assigned such term in Clause 11.1;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | “HELENA” means the      1999-built bulk carrier of 73,744 deadweight tons registered in the      ownership of Oceanenergy under Marshall Islands flag with the name      “HELENA” and IMO Number 9185736;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | “IACS” means the      International Association of Classification Societies;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | “Insurances” means, in      relation to a Ship:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | all      policies and contracts of insurance, including entries of such Ship in any      protection and indemnity or war risks association, which are effected in      respect of such Ship, her Earnings or otherwise in relation to her;      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;                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                |
|   | “Insurance Assignment”      means, in relation to a Ship, the first priority assignment of the      Insurances of such Ship in the form set out in Appendix F      hereto;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | “Interest Period” means a      period determined in accordance with Clause5;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |

----

|   | “Intermediate Holding      Companies” means, collectively, Kifissia Star Shareholders,      Oceanclarity Shareholdings, Oceanenergy Shareholdings, Oceanfighter      Shareholders, Oceanprime Shareholdings, Oceanresourses Shareholdings,      Oceanship Shareholdings, Oceanstrength Shareholdings, Oceantrade      Shareholdings, Oceanventure Shareholdings, Oceanwealth Shareholdings and      each such other wholly owned subsidiary of the Borrower designated as the      sole shareholder in respect of each Additional Ship Owner, and in respect      of each Guarantor “Intermediate Holding      Company” means: |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Kifissia      Star Shareholders, in respect of Kifissia; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Oceanclarity      Shareholdings, in respect of Oceanclarity |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Oceanenergy      Shareholdings, in respect of Oceanenergy; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Oceanfighter      Shareholders, in respect of Oceanfighter; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Oceanprime      Shareholdings, in respect of Oceanprime; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Oceanresourses      Shareholdings, in respect of Oceanresources; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Oceanship      Shareholdings, in respect of Oceanship; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   | (h)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Oceanstrength      Shareholdings, in respect of Oceanstrength; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Oceantrade      Shareholdings, in respect of Oceantrade; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   | (j)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Oceanventure      Shareholdings, in respect of Oceanventure; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   | (k)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Oceanwealth      Shareholdings, in respect of Oceanwealth; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   | “ISM Code” means in      relation to its application to each Ship and its  operation:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | ‘The      International Management Code for the Safe Operation of Ships and for      Pollution Prevention’, currently known or referred to as the ‘ISM Code’      (including the guidelines on its implementation), adopted by the      International Maritime Organization (“IMO”) as Resolution      A.741(18) and Resolution A.913(22) (superseding Resolution A.788(19)) (and      the terms “safety      management system”, “Safety Management      Certificate” and “Document of Compliance”      have the same meanings as are given to them in the ISM Code);      and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | all      further resolutions, circulars, codes, guidelines, regulations and      recommendations which are now or in the future issued by or on behalf of      the IMO or any other entity with responsibility for implementing the ISM      Code; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   | as      the same may be amended, supplemented or replaced from time to      time;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | “ISM Code Documentation”      includes, in respect of a Ship:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | the      Document of Compliance and Safety Management Certificate issued pursuant      to the ISM Code in relation to such Ship within the periods specified by      the ISM Code; |

----

|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | all      other documents and data which are relevant to the safety management      system and its implementation and verification which the Agent may      require; and                                                                                                                                                |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                   |
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | any      other documents which are prepared or which are otherwise relevant to      establish and maintain such Ship’s compliance or the compliance of the      Borrower or the Approved Manager with the ISM Code which the Agent may      require;                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                   |
|   | “ISM Responsible Person”      means, in respect of a Ship:                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                   |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | each      and every person who has assumed responsibility for the operation of such      Ship and has agreed to take over or is required to assume responsibility      for the performance or observance of the duties and responsibilities      imposed by the ISM Code; and                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | each      and every person ashore who is a ‘designated person’ for the purposes of      the ISM Code with direct access to the highest level of management of such      Ship’s owner or operator and who, in that capacity, has under the ISM Code      responsibility and authority which includes: |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (i)                                                                                                                                                                                                                                                                                                                    | monitoring      the safety and pollution prevention aspects of the operation of such Ship;      and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (ii)                                                                                                                                                                                                                                                                                                                   | ensuring      that adequate resources and shore-based support are supplied, as required,      in each case, under the ISM Code; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                   |   |
|   | “ISPS      Code” means in      relation to its application to the Borrower, the Approved Manager, a Ship      and its operation, the      International Ship and Port Facility Security Code constituted pursuant to      resolution A.924(22) of the IMO adopted by a Diplomatic Conference of the      IMO on Maritime Security on 13 December 2002 and now set out in Chapter      XI-2 of the Safety of Life at Sea Convention (SOLAS) 1974 (as      amended); |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | “ISPS Code Documentation”      includes:                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                   |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | the      International Ship Security Certificate issued pursuant to the ISPS Code      in relation to each Ship within the period specified in the ISPS Code;      and                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | all      other documents and data which are relevant to the ISPS Code and its      implementation and verification which the Agent may    require;                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                   |
|   | “JUNEAU” means the      1990-built bulk carrier of 149,495 deadweight tons registered in the      ownership of Oceanresources under Maltese flag with the name “JUNEAU” and      IMO Number 8906688;                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | “Kifissia Earnings      Account” means the account established by Kifissia with the Agent      into which Kifissia shall deposit or cause to be deposited all Earnings      and any Requisition Compensation of its Ship;                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | “Kifissia Star      Shareholders” means Kifissia Star Shareholders Inc., a Marshall      Islands corporation;                                                                                                                                                                                                                                                                                                                                                      |

----

|   | “LANSING” means the      1996-built bulk carrier of 73,040 deadweight tons registered in the name      of Oceanstrength under Marshall Islands flag with the name “LANSING” and      IMO Number 9113410;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | “Lenders” means,      collectively, the Existing Lenders and any bank or financial institution      which becomes a lender pursuant to Clause 19 or Clause 24 hereof, and in      the singular means any one of them;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | “Lending Office” means,      with respect to any Lender, the office of such Lender specified as its      “Lending Office” under its name on Schedule 1 hereto or in the Assignment      and Acceptance pursuant to which it became a Lender, or such other office      of such Lender as such Lender may from time to time specify to the      Borrower and the Agent;                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | “LIBOR” means (a) the      applicable Screen Rate or (b) if no Screen Rate is available for the      relevant Interest Period the arithmetic mean of the rates (rounded upwards      to four decimal places) as supplied to the Agent at its request quoted by      the Reference Banks to leading banks in the London interbank market, in      the case of either (a) or (b) at or about 11:00 a.m. (London time) on the      Quotation Date for the offering of deposits in the currency of the Loan      for a period comparable to the relevant Interest Period, in each case for      an amount approximately equal to the principal amount of the Advance to be      outstanding during the applicable Interest Period; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | “Liquidity” means, at any time, the sum of (a)      cash, (b) Cash Equivalents and (c) undrawn availability under the Tranche      A Loan with a maturity in excess of 12 months;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | “Loan” means the      aggregate principal amount of the Advances outstanding under this      Agreement from time to time;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | “Major Casualty” means,      in relation to a Ship, any casualty to such Ship in respect of which the      claim or the aggregate of the claims against all insurers, before      adjustment for any relevant franchise or deductible, exceeds $1,000,000 or      the equivalent in any other currency;                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | “Majority Lenders” means,      at any time, Lenders holding more than 66-2/3% of the Loan or, if no such      principal amount is then outstanding, Lenders having more than 66-2/3% of      the Total Commitments then effect;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | “Manager’s Undertaking”      means, in relation to a Ship, the letter executed or to be executed by an      Approved Manager in the form set out in Appendix F-1 or F-2 (as the case      may be) hereto;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | “Mandatory Commitment Reduction      Amount” has the meaning assigned such term in Clause      7.9;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | “Mandatory Prepayment      Ratio” means a fraction, the numerator of which is the Fair Market      Value of the relevant Ship and denominator of which is the aggregate Fair      Market Value of all of the Ships;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | “Margin” means, in      respect of each Tranche of the Loan, 1.30 percent per annum from the      Effective Date;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |

----

|   | “Margin Stock” has the      meaning specified in Regulation U of the Board of Governors of the Federal      Reserve System and any successor regulations thereto, as in effect from      time to time;                                                                                                                                                                                                                                         |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | “Master Agreement” means      the agreement dated October 1, 2007 and made between the Borrower and the      Swap Bank on the 2002 ISDA (Multicurrency - Cross Border) form and the      schedule thereto (including each Transaction entered into, and the      Confirmation relating to it exchanged, under said agreement), as amended,      to hedge the exposure of the Borrower to interest rate fluctuations under      this Agreement; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | “Maturity Date” means the      eighth anniversary of the Closing Date;                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | “Mortgage” means, in      relation to a Ship, a first priority or, as the case may be, preferred      mortgage on such Ship under the relevant Approved Flag, in the form set      out in Appendix G-1, G-2, G-3, G-4, G-5, G-6 or G-7 hereto, as the case      may be, as the same may be amended by any amendment or addendum thereto in      form and substance satisfactory to the Agent;                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | “Negotiation Period” has      the meaning assigned such term in Clause 4.7;                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | “Net Interest Expense”      means the aggregate of all interest, commitment and other fees,      commissions, discounts and other costs, charges or expenses accruing due      from all the members the Group during the relevant accounting period less      interest income received, determined on a consolidated basis in accordance      with GAAP and as shown in the consolidated statements of income for the      Group;              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | “Notes” means,      collectively, the Tranche A Loan Note and the Tranche B Loan Note, and in      the singular means either one of them;                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | “Obligors” means the      Borrower and the Guarantors, and in the singular means any of      them;                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | “OFAC” has the meaning      assigned such term in Clause 9.18;                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | “Oceanclarity Earnings      Account” means the account established by Oceanclarity with the      Agent into which Oceanclarity shall deposit or cause to be deposited all      Earnings and any Requisition Compensation of its Ship;                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | “Oceanenergy Earnings      Account” means the account established by Oceanenergy with the      Agent into which Oceanenergy shall deposit or cause to be deposited all      Earnings and any Requisition Compensation of its Ship;                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | “Oceanfighter Earnings      Account” means the account established by Oceanfighter with the      Agent into which Oceanfighter shall deposit or cause to be deposited all      Earnings and any Requisition Compensation of its Ship;                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | “Oceanprime Earnings      Account” means the account established by Oceanprime with the Agent      into which Oceanprime shall deposit or cause to be deposited all Earnings      and any Requisition Compensation of its Ship;                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | “Oceanresources Earnings      Account” means the account established by Oceanresources with the      Agent into which Oceanresources shall deposit or cause to be deposited all      Earnings and any Requisition Compensation of its  Ship;                                                                                                                                                                                                   |

----

|   | “Oceanship Earnings      Account” means the account established by Oceanship with the Agent      into which Oceanship shall deposit or cause to be deposited all Earnings      and any Requisition Compensation of its Ship;             |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                 |
|   | “Oceanstrength Earnings      Account” means the account established by Oceanstrength with the      Agent into which Oceanstrength shall deposit or cause to be deposited all      Earnings and any Requisition Compensation of its Ship; |
|   |                                                                                                                                                                                                                                                 |
|   | “Oceantrade Earnings      Account” means the account established by Oceantrade with the Agent      into which Oceantrade shall deposit or cause to be deposited all Earnings      and any Requisition Compensation of its Ship;          |
|   |                                                                                                                                                                                                                                                 |
|   | “Oceanventure Earnings      Account” means the account established by Oceanventure with the      Agent into which Oceanventure shall deposit or cause to be deposited all      Earnings and any Requisition Compensation of its Ship;    |
|   |                                                                                                                                                                                                                                                 |
|   | “Oceanwealth Earnings      Account” means the account established by Oceanwealth with the      Agent into which Oceanwealth shall deposit or cause to be deposited all      Earnings and any Requisition Compensation of its Ship;       |
|   |                                                                                                                                                                                                                                                 |
|   | “Oceanclarity      Shareholdings” means Oceanclarity Shareholdings Limited, a Marshall      Islands corporation;                                                                                                                         |
|   |                                                                                                                                                                                                                                                 |
|   | “Oceanenergy      Shareholdings” means Oceanenergy Shareholdings Limited, a Marshall      Islands corporation;                                                                                                                           |
|   |                                                                                                                                                                                                                                                 |
|   | “Oceanfighter      Shareholders” means Oceanfighter Shareholders Inc., a Marshall      Islands corporation;                                                                                                                              |
|   |                                                                                                                                                                                                                                                 |
|   | “Oceanprime      Shareholdings” means Oceanprime Shareholdings Limited, a Marshall      Islands corporation;                                                                                                                             |
|   |                                                                                                                                                                                                                                                 |
|   | “Oceanresources      Shareholdings” means Oceanresources Shareholdings Limited, a      Marshall Islands corporation;                                                                                                                     |
|   |                                                                                                                                                                                                                                                 |
|   | “Oceanship Shareholdings”      means Oceanship Shareholdings Limited, a Marshall Islands      corporation;                                                                                                                               |
|   |                                                                                                                                                                                                                                                 |
|   | “Oceanstrength      Shareholdings” means Oceanstrength Shareholdings Limited, a      Marshall Islands corporation;                                                                                                                       |
|   |                                                                                                                                                                                                                                                 |
|   | “Oceantrade      Shareholdings” means Oceantrade Shareholdings Limited, a Marshall      Islands corporation;                                                                                                                             |
|   |                                                                                                                                                                                                                                                 |
|   | “Oceanventure      Shareholdings” means Oceanventure Shareholdings Limited, a Marshall      Islands corporation;                                                                                                                         |
|   |                                                                                                                                                                                                                                                 |
|   | “Oceanwealth      Shareholdings” means Oceanwealth Shareholdings Limited, a Marshall      Islands corporation;                                                                                                                           |

----

|   | “OLINDA” means the      1996-built bulk carrier of 79,643 gross tons registered in the ownership      of Oceanfighter under Maltese flag with the name “OLINDA” and IMO Number      9033971;                                              |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                              |
|   | “Original Fleet” means,      collectively, “AUSTIN”, “HELENA”, “JUNEAU”, “LANSING”, “PIERRE”, “TOPEKA”      and “TRENTON” and, in the singular means any of them; |
|   |                                                                                                                                                                                                                                                              |
|   | “PATRIOT Act” has the      meaning assigned such term in Clause 8.1(a)(ii);                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                              |
|   | “Payment Currency” has      the meaning assigned such term in Clause 16.5;                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                              |
|   | “Permitted Security      Interests” means:                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                              |
|   | (a)                                                                                                                                                                                                                                                               | Security      Interests created by the Finance Documents; |
|   |                                                                                                                                                                                                                                                              |   |
|   | (b)                                                                                                                                                                                                                                                               | liens      for unpaid master’s and crew’s wages in accordance with usual maritime      practice; |
|   |                                                                                                                                                                                                                                                              |   |
|   | (c)                                                                                                                                                                                                                                                               | liens      for salvage; |
|   |                                                                                                                                                                                                                                                              |   |
|   | (d)                                                                                                                                                                                                                                                               | liens      arising by operation of law for not more than two (2) months’ prepaid hire      under any charter in relation to a Ship not prohibited by this      Agreement; |
|   |                                                                                                                                                                                                                                                              |   |
|   | (e)                                                                                                                                                                                                                                                               | 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 Ship, provided that such liens      do not secure amounts more than 30 days overdue (unless the overdue amount      is being contested by the Borrower or a Guarantor (as the case may be) in      good faith by appropriate steps); |
|   |                                                                                                                                                                                                                                                              |   |
|   | (f)                                                                                                                                                                                                                                                               | any      Security Interest created in favor of a plaintiff or defendant in any      action of the court or tribunal before whom such action is brought as      security for costs and expenses where the Borrower or a Guarantor (as the      case may be) is prosecuting or defending such proceedings or arbitration      in good faith by appropriate steps provided such Security Interest does      not (and is not likely to) result in any sale, forfeiture or loss of a      Ship; and |
|   |                                                                                                                                                                                                                                                              |   |
|   | (g)                                                                                                                                                                                                                                                               | Security      Interests arising by operation of law in respect of taxes which are not      overdue for payment or in respect of taxes being contested in good faith      by appropriate steps and in respect of which appropriate reserves have      been made; |
|   |                                                                                                                                                                                                                                                              |   |
|   | “Pertinent Jurisdiction”      means, in relation to a company:                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                              |
|   | (a)                                                                                                                                                                                                                                                               | the      country under the laws of which the company is incorporated or      formed; |
|   |                                                                                                                                                                                                                                                              |   |
|   | (b)                                                                                                                                                                                                                                                               | a      country in which the company’s central management and control is or has      recently been exercised; |
|   |                                                                                                                                                                                                                                                              |   |
|   | (c)                                                                                                                                                                                                                                                               | a      country in which the overall net income of the company is subject to      corporation tax, income tax or any similartax; |

----

|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | a      country in which assets of the company (other than securities issued by,      or loans to, related companies) having a substantial value in relation to      the total assets of such company are situated, in which the company      maintains a permanent place of business, or in which a Security Interest      created by the company must or should be registered in order to ensure its      validity or priority; |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | a      country the courts of which have jurisdiction to make a winding up,      administration or similar order in relation to the company or which would      have such jurisdiction if their assistance were requested by the courts of      a country referred to in paragraphs (b) or (c) above;  and                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | any      political subdivision of any of the foregoing;                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | “PIERRE” means the      1996-built bulk carrier of 70,316 deadweight tons registered in the      ownership of Oceanwealth under Marshall Islands flag with the name      “PIERRE” and IMO Number 9109483;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | “PINK SANDS” means the      1993-built tanker of 95,000 deadweight tons registered in the ownership of      Oceanclarity under Maltese flag with the name “PINK SANDS” and IMO Number      8920866;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | “Potential Event of      Default” means an event or circumstance which, with the giving of      any notice, the lapse of time, and/or a determination of the Majority      Lenders would constitute an Event of Default;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | “Quotation Date” means,      in relation to any Interest Period (or any other period) for which an      interest rate is to be determined under any provision of a Finance      Document) the day on which quotations would ordinarily be given by leading      banks in the London Interbank Market for deposits in the currency in      relation to which such rate is to be determined for delivery on the first      day of that Interest Period or other period;                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | “Ratable Portion” means,      as to any Lender at any time, (a) with respect to any Advance of a      Tranche, the percentage obtained by dividing such Lender’s Commitment in      relation to such Tranche by the Total Commitments in relation to such      Tranche, and (b) in all other cases, a fraction (expressed as a      percentage) the numerator of which is the Commitment of such Lender at      such time and the denominator of which is the Total Commitments at such      time, provided      that if the Ratable Portion of any Lender is to be determined after      the Total Commitment in respect of a Tranche has been terminated, then the      percentages of the Lenders shall be determined immediately prior (and      without giving effect) to such termination; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | “Reference Banks” means,      for purposes of LIBOR, the reference banks chosen from time      to time by the British Bankers’ Association;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | “Register” has the meaning assigned such      term in Clause 19.2(c);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | “Repayment Date” means a      date on which a repayment is required to be made under Clause      7;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | “Replacement Ship” has the meaning assigned such term      in Clause 7.9(b);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

----

|   | “Replacement Ship Owner”      means a company which is a direct or indirect wholly-owned subsidiary of      the Borrower incorporated in a jurisdiction acceptable to the Lenders (in      their reasonable discretion) which shall be the owner of a Replacement      Ship and which will become a Guarantor hereunder pursuant to an Accession      Agreement, it being understood that any Replacement Ship Owner may be      incorporated in an Approved Flag State without the consent of the      Lenders;                                                              |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | “Requisition      Compensation” includes all compensation or other moneys payable by      reason of any act or event such as is referred to in paragraph (b) of the      definition of “Total Loss”;                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | “RICHMOND” means the      1995-built bulk carrier of 70,000 deadweight tons registered in the      ownership of Oceanprime under Marshall Islands flag with the name      “RICHMOND” and IMO Number 9085936;                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | “Screen Rate” means, in      relation to LIBOR, the British Bankers’ Association Interest Settlement      Rate for the relevant currency and period displayed on the appropriate      page of the Reuters screen.  If the agreed page is replaced or      service ceases to be available, the Agent may specify another page or      service displaying the appropriate rate after consultation with the      Borrower and the Majority Lenders;                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | “Second Statutory      Mortgage” means a second priority Cypriot mortgage and related deed      of covenants on each of the AUSTIN and TRENTON, in form and substance      satisfactory to the Agent;                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | “Secured Liabilities”      means all liabilities which the Obligors or any of them have, at the date      of this Agreement or at any later time or times, under or by virtue of the      Finance Documents or any judgment relating to the Finance Documents; and      for this purpose, there shall be disregarded any total or partial      discharge of these liabilities, or variation of their terms, which is      effected by, or in connection with, any bankruptcy, liquidation,      arrangement or other procedure under the insolvency laws of any      country; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | “Security Interest”      means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | a      mortgage, charge or pledge, any maritime or other lien or any other      security interest of any kind; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | the      rights of the plaintiff under an action in rem in which the      vessel concerned has been arrested or a writ has been issued or similar      steps taken; 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      over an asset of A; but this does not apply to a right of set off or      combination of accounts conferred by the standard terms of business of a      bank or financial institution; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   | “Security Period” means      the period commencing on the date of this Agreement and ending on the date      on which the Agent notifies the Borrower that:                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | all      amounts which have become due for payment by any Obligor under the Finance      Documents have been paid; |

----

|   | (b)                                                                                                                                                                                                                                                                                               | no      amount is owing or has accrued (without yet having become due for payment)      under any Finance Document and all Commitments have been terminated;      and                                                                                                                                                                                                                                                                                                                                                 |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | (c)                                                                                                                                                                                                                                                                                               | no      Obligor has any future or contingent liability under Clause 15, 16 or 17      below or any other provision of this Agreement or another Finance      Document;                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | “Seller’s Bank” has the      meaning assigned such term in Clause 8.2(b);                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                              |
|   | “Share Pledge” means      the pledge of the share      capital of each Guarantor in the form set out in Appendix I      hereto;                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                              |
|   | “Ships” means,      collectively, (a) the Original Fleet, (b) the AUGUSTA, OLINDA, PINK SANDS,      RICHMOND and any other Additional Ships and (c) without duplication, any      Replacement Ships substituted for any of the foregoing, and in the      singular means any of them; |
|   |                                                                                                                                                                                                                                                                                              |
|   | “Subsequent Advance” has      the meaning assigned such term in Clause 5.3(b);                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                              |
|   | “TOPEKA” means the      2000-built bulk carrier of 74,716 deadweight tons registered in the      ownership of Oceantrade under Maltese flag with the name “TOPEKA” and IMO      Number 9211585;                                                                           |
|   |                                                                                                                                                                                                                                                                                              |
|   | “Total Capitalization”      means the sum of Funded Debt and Consolidated NetWorth;                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                              |
|   | “Total Loss” means, in      relation to a Ship:                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                              |
|   | (a)                                                                                                                                                                                                                                                                                               | actual,      constructive, compromised, agreed or arranged total loss of such      Ship;                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | (b)                                                                                                                                                                                                                                                                                               | any      expropriation, confiscation, requisition or acquisition of such Ship,      whether for full consideration, a consideration less than her 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 one year      without any right to an extension; |
|   |                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | (c)                                                                                                                                                                                                                                                                                               | any      final and non-appealable condemnation of such Ship by any tribunal or by      any person or persons claiming to be a tribunal; or                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | (d)                                                                                                                                                                                                                                                                                               | any      capture, seizure or detention of such Ship (including any hijacking or      theft) unless she is within 45 days redelivered to the full control of its      owner;                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | “Total Loss Date” means,      in relation to a Ship:                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | (a)                                                                                                                                                                                                                                                                                               | in      the case of an actual loss of such Ship, the date on which it occurred or,      if that is unknown, the date when such Ship was last heard    of;                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | (b)                                                                                                                                                                                                                                                                                               | in      the case of a constructive, compromised, agreed or arranged total loss of      such Ship, the earliest of:                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

----

|   |                                                                                                                                                                                                                                                               | (i)                                                                                                                                                                                                | the      date on which a notice of abandonment is given to the insurers;      and                                                                                                                        |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                               |                                                                                                                                                                                               |                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                               | (ii)                                                                                                                                                                                               | the      date of any compromise, arrangement or agreement made by or on behalf of      the owner with the Ship’s insurers in which the insurers agree to treat      such Ship 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 Majority Lenders that the event      constituting the total loss occurred; |
|   |                                                                                                                                                                                                                                                               |                                                                                                                                                                                               |
|   | “Tranche A      Loan” has the meaning      assigned such term in the recitals;                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                               |
|   | “Tranche A Loan      Note” means a      promissory note of the Borrower, substantially in the form of Appendix H-1      hereto, payable to the order of the Agent evidencing the aggregate      indebtedness of the Borrower under the Tranche A Loan; |
|   |                                                                                                                                                                                                                                                               |
|   | “Tranche B      Loan” has the meaning      assigned such term in the recitals;                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                               |
|   | “Tranche B Loan      Note” means a      promissory note of the Borrower, substantially in the form of Appendix H-2      hereto, payable to the order of the Agent evidencing the aggregate      indebtedness of the Borrower under the Tranche B Loan; |
|   |                                                                                                                                                                                                                                                               |
|   | “Tranches” means, collectively, the Tranche      A Loan and the Tranche B Loan, and in the singular means either one of      them;                                                                                                                     |
|   |                                                                                                                                                                                                                                                               |
|   | “Transaction” has the      meaning assigned such term in the Master Agreement; and                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                               |
|   | “TRENTON” means the      1995-built bulk carrier of 75,229 deadweight tons registered in the name      of Oceanship under Cypriot flag with the name “TRENTON” and IMO Number      9083524.                                                |
|   |                                                                                                                                                                                                                                                               |
| 1.2    | Construction of certain      terms.  In this Agreement:                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                               |
|   | “asset” includes every      kind of property, asset, interest or right, including any present, future      or contingent right to any revenues or other payment;                                                                                       |
|   |                                                                                                                                                                                                                                                               |
|   | “company” includes any      corporation, limited liability company, partnership, joint venture,      unincorporated association, joint stock company and  trust;                                                                                       |
|   |                                                                                                                                                                                                                                                               |
|   | “consent” includes an      authorization, consent, approval, resolution, license, exemption, filing,      registration, notarization and/or legalization;                                                                                              |
|   |                                                                                                                                                                                                                                                               |
|   | “contingent      liability” means a liability      which is not certain to arise and/or the amount of which remains      unascertained;                                                                                                           |
|   |                                                                                                                                                                                                                                                               |
|   | “document” includes a      deed; also a letter, whether in paper or digital form, fax or      telex;                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                               |
|   | “expense” means any kind      of cost, charge or expense (including all legal costs, charges and      expenses) and any applicable value added or other  tax;                                                                                          |

----

|   | “law” includes any form      of delegated legislation, any order or decree, any treaty or international      convention and any regulation or resolution of the United States of      America, any state thereof, the Council of the European Union, the      European Commission, the United Nations or its Security Council or any      other Pertinent Jurisdiction;                                                                                                                                                                                                                                  |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | “legal or administrative      action” means any legal proceeding or arbitration and any      administrative or regulatory action or investigation;                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | “liability” includes      every kind of debt or liability (present or future, certain or      contingent), whether incurred as principal or surety or      otherwise;                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | “months” shall be      construed in accordance with Clause 1.3;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | “parent company” has the      meaning assigned such term in Clause 1.4;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | “person” includes natural      persons, any company; any state, political sub-division of a state and      local or municipal authority; and any international      organization;                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | “regulation” includes any      regulation, rule, official directive, request or guideline whether or not      having the force of law of any governmental, intergovernmental or      supranational body, agency, department or regulatory, self-regulatory or      other authority or organization;                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | “subsidiary” has the      meaning assigned such term in Clause 1.4;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | “successor” includes any      person who is entitled (by assignment, novation, merger or otherwise) to      any other person’s rights under this Agreement or any other Finance      Document (or any interest in those rights) or who, as administrator,      liquidator or otherwise, is entitled to exercise those rights; and in      particular references to a successor include a person to whom those rights      (or any interest in those rights) are transferred or pass as a result of a      merger, division, reconstruction or other reorganization of it or any      other person; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | “tax” includes any      present or future tax, duty, impost, levy or charge of any kind which is      imposed by any state, any political sub-division of a state or any local      or municipal authority (including any such imposed in connection with      exchange controls), and any connected penalty, interest or      fine.                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 1.3    | Meaning of      “month”.  A period of one or more “months” ends on the      day in the relevant calendar month numerically corresponding to the day of      the calendar month on which the period started (“the numerically corresponding      day”),      but:                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (a)    | on      the Business Day following the numerically corresponding day if the      numerically corresponding day is not a Business Day or, if there is no      later Business Day in the same calendar month, on the Business Day      preceding the numerically corresponding day; or                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (b)    | on      the last Business Day in the relevant calendar month, if the period      started on the last  Business Day in a calendar month or if the      last calendar month of the period has no numerically corresponding      day;                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | and      “month” and “monthly” shall be      construed accordingly.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

----

| 1.4    | Meaning of      “subsidiary”.  A company (S) is a subsidiary of another      company (P) (the “parent      company”) if:                                                                                                                                                                                                                                                                                                                                                                       |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (a)    | a      majority of the issued equity in S (or a majority of the issued equity in      S which carry unlimited rights to capital and income distributions) are      directly owned by P or are indirectly attributable to P;  or                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (b)    | P      has direct or indirect control over a majority of the voting rights      attaching to the issued shares of S; or                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (c)    | P      has the direct or indirect power to appoint or remove a majority of the      directors of S; or                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (d)    | P      otherwise has the direct or indirect power to ensure that the affairs of S      are conducted in accordance with the wishes of P;                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | and      any company of which S is a subsidiary is a parent company of      S.                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 1.5    | General      Interpretation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (a)    | Agreement:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | references      to, or to a provision of, a Finance Document or any other document are      references to it as amended or supplemented, whether before the date of      this Agreement or otherwise; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | references      to, or to a provision of, any law include any amendment, extension,      re-enactment or replacement, whether made before the date of this      Agreement or otherwise; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | words      denoting the singular number shall include the plural and vice versa;      and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|   | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Clauses      1.1 to 1.4 and paragraph (a) of this Clause 1.5 apply unless the contrary      intention appears; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
| (b)    | References      in Clause 1.1 to a document being in the form of a particular Appendix or      Schedule include references to that form with any modifications to that      form which the Agent approves or reasonably requires;  and                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (c)    | The      clause headings shall not affect the interpretation of this      Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 1.6    | Accounting      Terms.  Unless otherwise specified herein, all accounting      terms used in this Agreement and in the other Finance Documents shall be      interpreted, and all financial statements and certificates and reports as      to financial matters required to be delivered to the Agent or to the      Lenders under this Agreement shall be prepared, in accordance with      generally accepted accounting principles for the United States (“GAAP”) as from time to      time in effect. |

----

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.7    | Certain Matter Regarding      Materiality.  To the extent that any representation,      warranty, covenant or other undertaking of an Obligor in this Agreement or      any other Finance Document is qualified by reference to those which are      not reasonably expected to result in a “material adverse effect” or      language of similar import, no inference shall be drawn therefrom that any      Agent or any Lender or any other Credit Party has knowledge or approves of      any noncompliance by such Obligor with any governmental    rule.                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 2      | FACILITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 2.1    | Amount of      facility.  Subject to the other provisions of this      Agreement (including without limitation Clause 24), the Lenders severally      agree to make available to the Borrower a loan facility in the aggregate      principal amount of up to $325,000,000 divided into two Tranches as      follows:                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (a)    | the      Tranche A Loan, which shall be in a principal amount of up to      $200,000,000; provided      that a maximum principal amount of $122,000,000 shall be available      until delivery of the RICHMOND and PINK SANDS (or another vessel of      similar or better age, type, quality, condition and value acceptable to      the Majority Lenders), whereupon an additional $48,000,000 (in the case of      the RICHMOND) and $30,000,000 (in the case of the PINK SANDS or another      vessel of similar or better age, type, quality, condition and value      acceptable to the Majority Lenders) shall become available;      and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (b)    | the      Tranche B Loan, which shall be in a principal amount of up to $125,000,000      (provided that the      Commitments in respect of the Tranche B Loan shall be reduced on the third      anniversary of the Closing Date by an amount equal to the undrawn amount      (if any) of the Tranche B Loan on such date).                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 2.2    | Advances.  Each      Tranche of the loan facility shall be made available to the Borrower in      multiple Advances on any Business Day from time to time during the      applicable Availability Period, provided that each      Advance shall be in an amount of not less than  $1,000,000.                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 2.3    | Lenders’      participations.  Subject to the other provisions of this      Agreement, each Lender shall participate in each Advance in an amount      equal to its Ratable Portion of such Advance as at the relevant Drawdown      Date.                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 2.4    | Purpose of      Loan.  The Borrower undertakes to use the Loan only for      the purposes stated in the recitals to this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 3      | DRAWDOWN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 3.1    | Request for an      Advance.  Subject to the following conditions, the      Borrower may request an Advance or multiple Advances to be made by      delivering to the Agent a completed Drawdown Notice in respect of such      Advance or Advances not later than 11:00 a.m. (New York time) five (5)      Business Days prior to the Expected Drawdown Date thereof.  The      Agent shall promptly notify the Lenders that it has received a Drawdown      Notice and shall inform each Lender of:                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (a)    | the      amount of the requested Advance(s), the Expected Drawdown Date and the      Tranche(s) to which such Advance(s)relate(s);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |

----

| (b)    | the      amount of each Lender’s Ratable Portion of such Advance(s);      and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (c)    | the      duration of the first Interest Period applicable to such      Advance(s).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 3.2    | Conditions to      availability.  The conditions referred to in Clause 3.1      are that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (a)    | the      Expected Drawdown Date and Actual Drawdown Date must be a Business Day      during the applicable Availability Period;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (b)    | in      respect of the Tranche B Loan:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | there      shall be no more than two Advances in respect of each Additional Ship to      finance (A) any deposit of up to 10% of the purchase price stated in the      relevant Additional Ship MOA and (B) the balance of such purchase price      remaining due after deduction of any amount advanced to pay the deposit;      and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | the      aggregate outstanding principal amount of the Tranche A Loan and the      Tranche B Loan (on a pro forma basis after giving effect to the proposed      Advance in respect of the Tranche B Loan) shall not exceed 60% of the      aggregate Fair Market Value of the Ships; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
| (c)    | the      outstanding principal amount of each Tranche of the Loan shall not exceed      the amounts stated in Clause 2.1 for such Tranche (or the Commitments in      respect of such Tranche);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (d)    | each      Advance shall be in an amount of not less than $1,000,000 and there shall      be nor more than eight (8) Advances outstanding at any time;      and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (e)    | the      applicable conditions precedent stated in Clause 8 hereof shall have been      satisfied or waived as provided therein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 3.3    | Drawdown Notice      irrevocable.  A Drawdown Notice must be signed by an      officer or duly authorized attorney-in-fact of the Borrower; and once      served, a Drawdown Notice cannot be revoked without the prior consent of      the Agent, acting with the authority of the Majority    Lenders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 3.4    | Disbursement of an      Advance.  Subject to the provisions of this      Agreement:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (a)    | Each      Lender shall before 11:00 a.m. (New York City time) make its Ratable      Portion of each Advance available to the Agent, for the account of the      Borrower, on and with the value date of the Expected Drawdown Date for      such Advance.  After the Agent’s receipt of such funds and upon      fulfillment or waiver of the applicable conditions set forth in Clause 8      hereof, the Agent will make such funds available to the Borrower by paying      such funds to such account(s) which the Borrower specifies in the Drawdown      Notice.  The payment by the Agent under this Clause 3.4 to such      account(s) shall constitute the making of an Advance to the Borrower and      the Borrower shall thereupon become indebted to each Lender in an amount      equal to such Lender’s Ratable Portion of each  Advance. |

----

| (b)    | Unless      the Agent shall have received notice from a Lender prior to the relevant      Expected Drawdown Date that such Lender will not make available to the      Agent such Lender’s Ratable Portion of an Advance, the Agent may assume,      or at its option request confirmation from such Lender, that such Lender      has made its Ratable Portion available to the Agent on such date in      accordance with subsection (a) of this Clause 3.4 and the Agent may in its      sole discretion, in reliance upon such assumption or confirmation (as the      case may be), make available to the Borrower (by paying such funds to such      account(s) which the Borrower specifies in the Drawdown Notice) on such      date a corresponding amount.  If and to the extent that such      Lender shall not have so made such Ratable Portion available to the Agent,      such Lender and the Borrower (but without duplication) severally agree to      repay to the Agent forthwith on demand such corresponding amount, together      with interest thereon, for each day from the date such amount is made      available to the Borrower by the Agent until the date such amount is      repaid to the Agent, at the LIBOR rate for overnight or weekend      deposits.  If such Lender shall pay to the Agent such      corresponding amount, such amount so paid shall constitute such Lender’s      Ratable Portion of such Advance for purposes of this      Agreement.  Nothing in this Clause 3.4(b) shall be deemed to      relieve any Lender of its obligation to make Advances to the extent      provided in this Agreement. |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (c)    | In      the event that the Borrower is required to repay all or a portion of an      Advance pursuant to Clause 3.4(b), as between the Borrower and the      defaulting Lender, the liability for any breakage costs as described in      Clause 16.2 shall be borne by the defaulting Lender, provided that if the      defaulting Lender has not paid any such breakage costs upon demand by the      Agent therefor, the Borrower shall pay such breakage costs upon demand by      the Agent and the Borrower shall be entitled to recover from the      defaulting Lender any such payment for breakage costs made by the      Borrower.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 3.5    | Notation of Advances on      Notes.  Each Advance of a Tranche made by the Lenders to      the Borrower may be evidenced by a notation of the same made by the Agent      on the grid attached to the relevant Note, which notation, absent manifest      error, shall be prima      facie evidence of the amount of the relevant    Advance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4      | INTEREST                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.1    | Normal rate of      interest.  Subject to the provisions of this Agreement,      the rate of interest on each Advance of a Tranche in respect of an      Interest Period shall be the aggregate of LIBOR and the applicable Margin      for that Interest Period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.2    | Payment of normal      interest.  Subject to the provisions of this Agreement,      interest on each Advance of a Tranche or any part thereof in respect of      each Interest Period shall be paid by the Borrower on the last day of that      Interest Period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.3    | Payment of accrued      interest.  In the case of an Interest Period longer than      three (3) months, accrued interest shall be paid in arrears on the last      day of every three (3) month period during that Interest Period and on the      last day of that Interest Period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.4    | Notification of interest      rate.  The Agent shall notify the Borrower and each      Lender of the rate of interest as soon as it is  determined.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.5    | Notification of market      disruption.  The Agent shall promptly notify the Borrower      if:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (a)    | it      is unable to determine LIBOR;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |

----

| (b)    | at      least one (1) Business Day before the start of an Interest Period, Lenders      having Commitments amounting to more than 50% of the Total Commitments      notify the Agent that LIBOR fixed by the Agent would not accurately      reflect the cost to those Lenders of funding their respective Ratable      Portion (or any part of them) during the Interest Period in the London      Interbank Market at or about 11:00 a.m. (London time) on the Quotation      Date for the Interest Period; or                                                                                                                                                                                                                                                                   |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| (c)    | if      for any reason a Lender (the “Affected Lender”) is      unable to obtain Dollars in the London Interbank Market in order to fund      all or any part of its Ratable Portion of an Advance or Advances during      any Interest Period,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | stating      the circumstances which have caused such notice to be    given.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.6    | Suspension of      drawdown.  If the Agent’s notice under Clause 4.5 is      served before an Advance is made, then while the circumstances referred to      in the Agent’s notice continue:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| (a)    | in      the case of Clause 4.5(a) or (b), each Lender’s obligation to make its      Ratable Portion of such Advance; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| (b)    | in      the case of Clause 4.5(c), the Affected Lender’s obligation to make its      Ratable Portion of such Advance,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | shall      be suspended while the circumstances referred to in the Agent’s notice      continue.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.7    | Negotiation of alternative rate      of interest.  If the Agent’s notice under Clause 4.5 is      served after an Advance is made, the Borrower, the Agent and the Lenders      or (as the case may be) the Affected Lender shall use reasonable endeavors      to agree, within the 30 days after the date on which the Agent serves its      notice under Clause 4.5 (the “Negotiation Period”), an      alternative interest rate or (as the case may be) an alternative basis for      each Lender or (as the case may be) the Affected Lender to fund or      continue to fund their Ratable Portion of the relevant Advance or Advances      during the Interest Period concerned.                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.8    | Application of agreed      alternative rate of interest.  Any alternative interest      rate or an alternative basis which is agreed during the Negotiation Period      shall take effect in accordance with the terms agreed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.9    | Alternative rate of interest in      absence of agreement.  If an alternative interest rate or      alternative basis is not agreed within the Negotiation Period, and the      relevant circumstances are continuing at the end of the Negotiation      Period, then the Agent shall set an interest period and interest rate      representing the cost of funding of the Lenders or (as the case may be)      the Affected Lender in Dollars or in any available currency of their or      its Ratable Portion of the relevant Advance or Advances plus the      applicable Margin; and the procedure provided for by this Clause 4.9 shall      be repeated if the relevant circumstances are continuing at the end of the      interest period so set by the Agent. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.10   | Notice of      prepayment.  If the Borrower does not agree with an      interest rate set by the Agent under Clause 4.9, the Borrower may give the      Agent not less than five (5) Business Days’ notice of their intention to      prepay (without premium or penalty) the relevant Advance or Advances at      the end of the interest period set by theAgent.                                                                                                                                                                                                                                                                                                                                                                                                 |

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| 4.11   | Prepayment.  A      notice under Clause 4.10 shall be irrevocable.  The Agent shall      promptly notify the Lenders or (as the case may be) the Affected Lender of      the Borrower’s notice of intended prepayment and:                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (a)    | on      the date on which the Agent so notifies the Lenders or (as the case may      be) the Affected Lender, the Total Commitments or (as the case may be) the      Commitment of the Affected Lender shall be cancelled;  and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (b)    | on      the last Business Day of the interest period set by the Agent, the      Borrower shall prepay (without premium or penalty) the Loan or (as the      case may be) the Affected Lender’s Ratable Portion, together with accrued      interest thereon at the applicable rate plus theMargin.                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.12   | Application of      prepayment.  The relevant provisions of Clause 7.5 shall      apply in relation to the prepayment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.13   | Designated      Transactions.  The Borrower may enter into Designated      Transactions with the Swap Bank in an aggregate notional principal amount      of up to or equal to the aggregate principal amount of the Loan      outstanding from time to time on such terms as the Swap Bank and the      Borrower shall agree.  The Borrower hereby agrees and undertakes      throughout the Security Period not to conclude Designated Transactions      which would result, at any time during the Security Period, in the      notional principal amount of all Designated Transactions then remaining      exceeding the amount of the Loan, as reduced from time to time pursuant to      Clause 7. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 5      | INTEREST      PERIODS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 5.1    | Duration of normal Interest      Periods.  Subject to Clauses 5.2, 5.3 and 5.4, each      Interest Period shall be:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (a)    | 1,      2, 3 or 6 months, as notified by the Borrower to the Agent not later than      11:00 a.m. (New York time) five (5) Business Days before the commencement      of the Interest Period (provided that for any      Interest Period longer than 3 months, interest shall be paid as required      by Clause 4.3); or                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (b)    | 3      months, if the Borrower fails to notify the Agent by the time specified in      paragraph (a) above; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (c)    | such      other period as the Majority Lenders may agree with the      Borrower.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 5.2    | Duration of Interest Periods      overrunning Repayment Date.  If the Borrower has selected      an Interest Period which would overrun a Repayment Date or Repayment      Dates, then:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (a)    | in      the case of the final Repayment Date, the Interest Period shall end on the      final Repayment Date; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (b)    | in      the case of any other Repayment Date, the Loan shall be divided so      that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | the      amount of each repayment installment (or, as the case may be, the      aggregate amount of installments payable on the same date pursuant to the      relevant provisions of Clause 7) falling due before the end of the      Interest Period selected shall have an Interest Period ending on the      Repayment Date on which it falls (or, as the case may be, they fall) due;      and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | the      balance of the Loan from time to time outstanding during such Interest      Period shall have an Interest Period ascertained in accordance with the      provisions of Clause 5.1; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
|   | and      for this purpose alone may there be Interest Periods of different lengths      in relation to the Loan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 5.3    | Duration of first Interest      Period; Consolidation of Interest Periods.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (a)    | The      first Interest Period of all Advances made on the Closing Date shall      commence on the Closing Date and shall expire on November 1,      2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (b)    | The first Interest Period of any      Advance made on any date other than the Closing Date (a “Subsequent      Advance”) but prior      to November 1, 2007 shall commence on the Actual Drawdown Date of such      Subsequent Advance and shall expire on November 1,      2007.                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (c)    | The      Interest Period for each Advance outstanding on or after November 1, 2007      shall commence on the expiry of the preceding Interest Period applicable      to such Advance and end on the last day of the Interest Period selected for each Advance by the      Borrower pursuant to the provisions of Clause  5.1.                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 5.4    | Non-availability of matching      deposits for Interest Period selected.  If, after the      Borrower has selected and the Lenders have agreed an Interest Period      longer than 3 months, any Lender notifies the Agent by 11:00 a.m. (New      York time) on the second Business Day before the commencement of that      Interest Period that it is not satisfied that deposits in Dollars for a      period equal to that Interest Period will be available to it in the London      Interbank Market when that Interest Period commences, that Interest Period      shall be of 3 months. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 6      | DEFAULT      INTEREST                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 6.1    | Payment of default interest on      overdue amounts.  The Borrower shall pay interest in      accordance with the following provisions of this Clause 6 on any amount      payable by the Borrower under any Finance Document which a Credit Party or      a designated payee of such Credit Party does not receive on or before the      relevant date, that is:                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (a)    | the      date on which a Finance Document provides that such amount is due for      payment;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (b)    | if      a Finance Document provides that such amount is payable on demand, the      date on which the demand is served; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (c)    | if      such amount has become immediately due and payable under Clause 14.2, the      date on which it became immediately due and  payable.                                                                                                                                                                                                                                                                                                                                                                                                                                                               |

----

| 6.2    | Rate of default      interest.  Interest shall accrue on an overdue amount      from (and including) the relevant date until the date of actual payment      (as well after as before judgment) at the rate per annum determined by the      Agent to be 2 percent plus the Margin plus LlBOR for a period of 1 month      (determined by the Agent on the first Business Day of each calendar      month). |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 6.3    | Notification of rates of      default interest.  The Agent shall promptly notify the      Borrower of each interest rate determined by the Agent under Clause 6.2;      but this shall not be taken to imply that the Borrower is liable to pay      such interest only with effect from the date of the Agent’s      notification.                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 6.4    | Payment of accrued default      interest.  Subject to the other provisions of this      Agreement, any interest due under this Clause shall be paid on      demand.                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 6.5    | Compounding of default      interest.  Any such interest which is not paid on the      date on which it is due for payment shall thereupon be compounded      daily.                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 6.6    | Application to Master      Agreement.  For the avoidance of doubt, this Clause 6      does not apply to any amount payable under the Master Agreement in respect      of any continuing Designated Transaction as to which Section 2(e) (Default      Interest; Other Amounts) of that Master Agreement shall    apply.                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 7      | REDUCTION,      REPAYMENT, PREPAYMENT AND CANCELLATION                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 7.1    | Reduction      of Tranche A Loan Commitments.                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (a)    | The      Commitments in respect of the Tranche A Loan shall be reduced by 16 semi-annual reductions,      as follows:                                                                                                                                                                                                                                                                                                 |

| Reduction # | Date     | Amount      | Outstanding  |
|-------------|----------|-------------|--------------|
|        |     |        | $200,000,000 |
| 1           | 1-Apr-08 | $8,500,000  | $191,500,000 |
| 2           | 1-Oct-08 | $8,500,000  | $183,000,000 |
| 3           | 1-Apr-09 | $11,000,000 | $172,000,000 |
| 4           | 1-Oct-09 | $11,000,000 | $161,000,000 |
| 5           | 1-Apr-10 | $11,000,000 | $150,000,000 |
| 6           | 1-Oct-10 | $11,000,000 | $139,000,000 |
| 7           | 1-Apr-11 | $11,000,000 | $128,000,000 |
| 8           | 1-Oct-11 | $11,000,000 | $117,000,000 |
| 9           | 1-Apr-12 | $11,000,000 | $106,000,000 |
| 10          | 1-Oct-12 | $11,000,000 | $95,000,000  |
| 11          | 1-Apr-13 | $11,000,000 | $84,000,000  |
| 12          | 1-Oct-13 | $11,000,000 | $73,000,000  |
| 13          | 1-Apr-14 | $11,000,000 | $62,000,000  |
| 14          | 1-Oct-14 | $11,000,000 | $51,000,000  |
| 15          | 1-Apr-15 | $11,000,000 | $40,000,000  |
| 16          | 1-Oct-15 | $40,000,000 | $0           |

----

| (b)    | Each      reduction in the Commitments in respect of the Tranche A Loan pursuant to      this Clause 7.1 shall cause the amount of such Commitments to be      permanently reduced by the amount of the reduction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (c)    | The      Borrower shall ensure that at all times the aggregate outstanding amount      of the Advances in respect of the Tranche A Loan is not greater than the      then applicable Commitments in respect of the Tranche A Loan and, without      prejudice to the generality of the foregoing, the Borrower shall if      necessary prepay some or all of the outstanding Advances in respect of the      Tranche A Loan so that the aggregate outstanding amount of such Advances      does not (taking into account the scheduled reduction of the Commitments      in respect of the Tranche A Loan) exceed the Commitments in respect of the      Tranche A Loan as reducing from time to time thereafter pursuant to this      Clause 7.1.  For the avoidance of doubt, any amounts prepaid      pursuant to this Clause 7.1(c) may not be reborrowed. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 7.2    | Repayment of Tranche A      Loan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (a)    | The      Borrower shall repay each Advance of the Tranche A Loan to the Agent for      the account of the Lenders on the last day of the Interest Period in      respect of such Advance unless the Borrower selects a further Interest      Period for such Advance in accordance with Clause 5; provided that the      Borrower shall not be permitted to select such a further Interest Period      if an Event of Default has occurred and is continuing.                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (b)    | The      Borrower shall repay all outstanding Advances in respect of the Tranche A      Loan on the Maturity Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 7.3    | Repayment of Tranche B      Loan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (a)    | The      Borrower shall repay the Tranche B Loan in 15 semi-annual installments, as      follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

| Repayment # | Date     | Amount      | Outstanding  |
|-------------|----------|-------------|--------------|
|        |     |        | $125,000,000 |
| 1           | 1-Jan-09 | $6,944,444  | $118,055,556 |
| 2           | 1-Jul-09 | $6,944,444  | $111,111,111 |
| 3           | 1-Jan-10 | $6,944,444  | $104,166,667 |
| 4           | 1-Jul-10 | $6,944,444  | $97,222,222  |
| 5           | 1-Jan-11 | $6,944,444  | $90,277,778  |
| 6           | 1-Jul-11 | $6,944,444  | $83,333,333  |
| 7           | 1-Jan-12 | $6,944,444  | $76,388,889  |
| 8           | 1-Jul-12 | $6,944,444  | $69,444,444  |
| 9           | 1-Jan-13 | $6,944,444  | $62,500,000  |
| 10          | 1-Jul-13 | $6,944,444  | $55,555,556  |
| 11          | 1-Jan-14 | $6,944,444  | $48,611,111  |
| 12          | 1-Jul-14 | $6,944,444  | $41,666,667  |
| 13          | 1-Jan-15 | $6,944,444  | $34,722,222  |
| 14          | 1-Jul-15 | $6,944,444  | $27,777,778  |
| 15          | 1-Oct-15 | $27,777,778 | $0           |

----

| (b)    | Each      repayment installment pursuant to this Clause 7.3 shall cause the amount      of the Commitments in respect of the Tranche B Loan to be permanently      reduced by the amount of such repayment installment.                                                                                                                                                                                                                                                                                                                                                                                                                               |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 7.4    | Repayment of additional amounts      on Maturity Date.  On the Maturity Date, the Borrower      shall additionally pay to the Agent for the account of the Credit Parties      all other sums then accrued or owing under any Finance      Document.                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 7.5    | Voluntary      prepayment.  Subject to the conditions stated in Clause      7.6, the Borrower may prepay the whole or any part of either Tranche of      the Loan on the last day of an Interest Period.  Any partial      prepayment under this Clause 7.5 shall be applied to the prepayment on a      pro rata basis of      the outstanding Advances of the Tranche(s) designated by the Borrower in a      notice of prepayment to be prepaid and, in the case of the Tranche B Loan,      the remaining repayment installments due thereunder shall be recalculated      by the Agent and promptly advised to the Borrower. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 7.6    | Conditions for voluntary      prepayment.  The conditions referred to in Clause 7.5 are      that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (a)    | a      partial prepayment shall be $1,000,000 or a higher integral multiple      thereof;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (b)    | the      Agent has received from the Borrower at least five (5) Business Days’      prior written notice specifying the amount to be prepaid and the date on      which the prepayment is to be made; and                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (c)    | the      Borrower has provided evidence satisfactory to the Agent that any consent      required by the Borrower in connection with the prepayment has been      obtained and remains in force, and that any regulation relevant to this      Agreement which affects the Borrower has been complied with (which may be      satisfied by the Borrower certifying that no consents are required and      that no regulations need to be complied with).                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 7.7    | Effect of notice of      prepayment.  A prepayment notice may not be withdrawn or      amended without the consent of the Agent, acting with the consent of the      Majority Lenders, and the amount specified in the prepayment notice shall      become due and payable by the Borrower on the date for prepayment      specified in the prepayment notice.                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 7.8    | Notification to Lenders of      notice of prepayment.  The Agent shall notify the Lenders      promptly upon receiving a prepayment notice, and shall provide any Lender      which so requests with a copy of any document delivered by the Borrower      under Clause 7.6(c).                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 7.9    | Mandatory Commitment reduction      and prepayment on sale or Total Loss.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (a)    | If      a Ship is sold or becomes a Total Loss, then except as provided in Clause      7.9(b), the then applicable Total Commitments shall be reduced by an      amount (the “Mandatory      Commitment Reduction Amount”) equal to such Total Commitments      multiplied by the Mandatory Prepayment Ratio.  The Mandatory      Commitment Reduction Amount shall then be applied on a pro rata basis to each      Tranche of the Loan to permanently reduce the Total Commitments in respect      of each such Tranche and:                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | with      respect to the Tranche A Loan, the amount of the remaining scheduled      semi-annual Commitment reductions under Clause 7.1 shall be permanently      reduced on a pro      rata basis; and |

----

|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | the      Borrower shall prepay such amount of the Advances in respect of each      Tranche of the Loan which exceeds the amount of the reduced Total      Commitments of such Tranche.                                   |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                     |
|   | The      Borrower shall make any mandatory prepayment that is due under this Clause      7.9(a):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                     |
|   | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | in      the case of a sale, on or before the date on which the sale is completed      by delivery of the Ship to the buyer; or                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                     |
|   | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | the      case of a Total Loss, 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. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                     |
|   | Any      prepayment under Clause 7.9(a)(ii) shall be applied to the prepayment on a      pro rata basis of      the outstanding Advances of the Tranche(s) requiring prepayment and, in      the case of the Tranche B Loan, the remaining repayment installments due      thereunder shall be recalculated by the Agent and promptly advised to the      Borrower.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (b)    | Notwithstanding      the provisions of Clause 7.9(a), if a Ship is sold or becomes a Total Loss      the Borrower may elect to cause the sale proceeds or insurance proceeds      (as the case may be) to be deposited with and held by the Security Trustee      in its sole control as Collateral for the Secured    Liabilities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | in      the case of a sale, on the date on which the sale is completed by delivery      of such Ship to the buyer; or                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                     |
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | the      case of a Total Loss, 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. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                     |
|   | The      Borrower hereby pledges, assigns, transfers and sets over unto the      Security Trustee absolutely, for and on behalf of the Lenders and the Swap      Bank, and hereby grants to the Security Trustee a continuing, first      priority security interest in and to all of the Borrowers’ right, title      and interest under, in and to such sale proceeds or insurance proceeds (as      the case may be).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | If      within 90 days after the date on which the sale of the relevant Ship is      completed or 180 days after the Total Loss Date (as the case may be) the      Borrower or a Replacement Ship Owner (as the case may be) (i) purchases a      vessel (a “Replacement      Ship”) that, in the reasonable discretion of the Majority Lenders,      is of the same or better type, age, quality and condition as the Ship that      was lost or sold and (ii) executes (or causes the execution of) such      Finance Documents in respect of such Replacement Ship and Replacement Ship      Owner (including, without limitation, a Share Pledge in respect of the      capital stock of such Replacement Ship Owner) as the Agent may request,      then the Security Trustee, upon the written request of the Borrower, shall      release such sale proceeds or insurance proceeds (as the case may be) held      by it to the Borrower and no Commitment reduction or prepayment shall be      required under Clause 7.9(a) in respect of the Tranche A Loan or, during      the period between the Closing Date and the fifth (5th) Business Day      preceding the third anniversary thereof, the Tranche B    Loan. |

----

|   | If,      however, the Borrower or a Replacement Ship Owner (as the case may be)      does not purchase a Replacement Ship within 90 days after the date on      which the sale of the relevant Ship is completed or 180 days after the      Total Loss Date (as the case may be), then the sale proceeds or insurance      proceeds (as the case may be) deposited with and held by the Security      Trustee shall be applied by the Security Trustee and the Total Commitments      shall be reduced as required under Clause 7.9(a).                                                                                                                                                                    |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 7.10   | Amounts payable on      prepayment.  A prepayment shall be made together with      accrued interest (and any other amount payable under Clause 16.1 below or      otherwise) in respect of the amount prepaid and, if the prepayment is not      made on the last day of an Interest Period, together with any sums payable      under Clause 16.2, but without premium or penalty.                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 7.11.  | Reborrowing.  Subject      to the terms of this Agreement, any amount repaid or    prepaid:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (a)    | in      respect of the Tranche A Loan may be reborrowed during the Availability      Period applicable to the Tranche A Loan; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (b)    | in      respect of the Tranche B Loan may not be reborrowed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 7.12   | Voluntary cancellation of      Commitments.  Subject to the conditions stated in Clause      7.13, the Borrower may cancel the whole or any part of the Total      Commitments in respect of either Tranche of the Loan at any time and      without penalty.                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 7.13   | Conditions for cancellation of      Commitments.  The conditions referred to in Clause 7.12      are that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (a)    | a      partial cancellation shall be $5,000,000 or a higher integral multiple of      $1,000,000; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (b)    | the      Agent has received from the Borrower at least three (3) Business Days’      prior written notice specifying the amount (and the Tranche) of the Total      Commitments to be cancelled and the date on which the cancellation is to      take effect.                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 7.14   | Effect of notice of      cancellation.  A cancellation notice may not be withdrawn      or amended without the consent of the Agent, acting with the consent of      the Majority Lenders, and shall cause the amount of the Total Commitments      specified in the notice to be permanently cancelled.  Any      partial cancellation shall be applied against the Commitment of each      Lender pro rata      (and also, in respect of the Tranche A Loan, on a pro rata basis against      the future reductions of the Total Commitments pursuant to Clause      7.1).                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 7.15   | Notification to Lenders of      notice of cancellation.  The Agent shall notify the      Lenders promptly upon receiving a cancellation notice.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 7.16   | Unwinding of Designated      Transactions.  On or prior to any repayment or prepayment      under this Clause 7, Clause 10.3 or any other provision of this Agreement,      the Borrower shall wholly or partially reverse, offset, unwind or      otherwise terminate one or more of the continuing Designated Transactions      to the extent necessary to ensure that the aggregate notional principal      amount of the continuing Designated Transactions thereafter remaining does      not and will not in the future (taking into account the scheduled      amortization thereof) exceed the aggregate amount of the Loan scheduled to      be outstanding from time to timehereunder. |

----

| 7.17   | Repayment of Swap      Benefit.  If a Designated Transaction is terminated in      circumstances where the Swap Bank would be obliged to pay an amount to the      Borrower under the Master Agreement, the Borrower hereby agrees that such      payment shall be applied in prepayment of the Loan under Clause 7.5 and      authorizes Swap Bank to pay such amount to the Agent for such      purpose. |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 8      | CONDITIONS      PRECEDENT TO THE ADVANCES                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 8.1    | Documents, fees and no      default.  Each Lender’s obligation to make its Ratable      Portion of an Advance is subject to the following conditions      precedent:                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (a)    | that      on or before the service of the first Drawdown Notice, the Agent shall      have received:                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                  | the      documents described in Part A of Schedule 3 in form and substance      satisfactory to the Agent and its lawyers; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                 | such      documentation and other evidence as is reasonably requested by the Agent      or a Lender in order for each Lender to carry out and be satisfied with      the results of all necessary “know your customer” or other checks which it      is required to carry out in relation to the transactions contemplated by      this Agreement and the other Finance Documents, including without      limitation obtaining, verifying and recording certain information and      documentation that will allow the Agent and each of the Lenders to      identify each of the Borrower and the Guarantors in accordance with the      requirements of the USA PATRIOT Act (Title III of Pub.: 107-56 (signed      into law October 26, 2001)) (the “PATRIOT Act”);      and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
|   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                | payment      of all accrued commitment fees and all other fees and expenses referred to      in Clause 15 that are payable at that time; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
| (b)    | that      on or before an Expected Drawdown Date in respect of an Advance of the      Tranche A Loan, the Agent shall have received the documents described in      Part B of Schedule 3 in form and substance satisfactory to the Agent and      its lawyers;                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (c)    | that      on or before an Expected Drawdown Date in respect of an Advance of the      Tranche B Loan, the Agent shall have received the documents described in      Part C of Schedule 3 in form and substance satisfactory to the Agent and      its lawyers;                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (d)    | that      at the date of a Drawdown Notice, at an Expected Drawdown Date and at an      Actual Drawdown Date:                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                  | no      Event of Default or Potential Event of Default has occurred and is      continuing or would result from the borrowing of the Loan or any part      thereof; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                 | the      representations and warranties in Clause 9 and those of any Obligor which      are set out in the other Finance Documents would be true and not      misleading if repeated on each of those dates with reference to the      circumstances then existing; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
|   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                | there      has been no material adverse change in the financial condition, operations      or business prospects of any of the Obligors since the date on the      Obligors provided information concerning those topics to the Agent and/or      any Lender; and |

----

|   | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                    | none      of the circumstances contemplated by Clause 4.5 has occurred and is      continuing;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (e)    | that,      if the Collateral Maintenance Ratio were applied immediately following the      making of such Advance, the Borrower would not be obliged to provide      additional Collateral or prepay part of the Loan (and if the Borrower      would be so obliged the amount of the Advance shall be correspondingly      reduced); and                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| (f)    | that      the Agent shall have received, and found to be acceptable to it, any      further opinions, consents, agreements and documents in connection with      the Finance Documents which the Agent may reasonably request by notice to      the Borrower prior to the relevant Expected Drawdown  Date.                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 8.2    | Waiver of conditions      precedent.  Notwithstanding anything in Clause 8.1 to the      contrary:                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| (a)    | except      with respect to the circumstances described in Clause 8.2(b), if the      Agent, with the consent of the Majority Lenders, permits an Advance to be      borrowed before certain of the conditions referred to in Clause 8.1 are      satisfied, the Borrower shall ensure that such conditions are satisfied      within ten (10) Business Days after such Actual Drawdown Date (or such      longer period as the Agent may specify); and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| (b)    | only      if required under the terms of the applicable Additional Ship MOA or      another contract for the acquisition of an Additional Ship, an Advance may      be borrowed before the applicable conditions set forth in Clause 8.1 are      satisfied and:                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                     | each      Lender agrees to fund its Ratable Portion of the relevant Advance on a day      not more than five (5) Business Days prior to the date of the scheduled      acquisition and delivery of such Ship (such date, the “Delivery Date”);      and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                    | the      Agent shall on the date on which such Advance is funded (or as soon      thereafter as practicable) (A) preposition an amount equal to the      aggregate principal amount of the Advance at a bank or other financial      institution (the “Seller’s Bank”)      satisfactory to the Agent, which funds shall be held at the Seller’s Bank      in the name and under the sole control of the Agent or one of its      Affiliates and (B) issue a Swift MT 199 or other similar communication      (each such communication, a “Disbursement      Authorization”) authorizing the release of such funds by the      Seller’s Bank on the relevant Delivery Date upon receipt of a Protocol of      Delivery and Acceptance in respect of such Ship duly executed by the      relevant Seller and the relevant Additional Ship Owner (as the case may      be) and countersigned by a representative of the Agent; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | provided that if      delivery of the relevant Ship does not occur within five (5) Business Days      after the relevant scheduled Delivery Date, the funds held at the Seller’s      Bank shall be returned to the Agent for further distribution to the      Lenders.                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | For      the avoidance of doubt, the parties hereto acknowledge and agree      that:                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                     | the      date on which the Lenders fund the Advance constitutes the Actual Drawdown      Date in respect of such Advance and all interest and fees thereon shall      accrue from such date;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

----

|   | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | the      Agent and the Lenders suspend fulfillment of the conditions precedent set      forth in Schedule 3, Part B, Paragraphs 5(a) and 6(a) and (b), and      Schedule 3, Part C, Paragraphs 5(a) and 6(a) and (b), as the case may be,      solely for the time period on and between such Actual Drawdown Date and      the relevant Delivery Date, and the Obligors acknowledge and agree that      fulfillment of such conditions precedent to the satisfaction of the Agent      shall be required as a condition precedent to the countersignature by a      representative of the Agent of the Protocol of Delivery and Acceptance      referred to in Clause 8.2(b)(ii);                                                                                                                                                                              |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | from      the date the Advance is deposited at the Seller’s Bank to the Delivery      Date (or, if delivery of the Ship does not occur within the time      prescribed in the Disbursement Authorization, the date on which the funds      are returned to the Agent for further distribution to the Lenders), the      Borrower shall be entitled to interest on the Advance at the applicable      rate, if any, paid by the Seller’s Bank for such deposited      funds;                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | (4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | if      the relevant Ship is not delivered within the time prescribed in the      Disbursement Authorization and the relevant Advance is returned to the      Agent and distributed to the Lenders, (i) the Borrower shall pay all      accrued interest and fees in respect of such returned Advance on the date      such Advance is returned to the agent and (ii) the relevant available      Commitment will be increased by an amount equal to the aggregate principal      amount of the Advance so returned; and                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | (5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | if      the Borrower has instructed the Agent to convert the aggregate principal      amount of the Advance borrowed into a currency other than Dollars for      deposit with the Seller’s Bank and the relevant Ship is not delivered      within the time prescribed in the Disbursement Authorization and the      relevant Advance is returned to the Agent for further distribution to the      Lenders, the Agent shall convert the aggregate principal amount of funds      so returned back into Dollars and if such funds are less than the Dollar      amount of the aggregate principal amount of the Advance incurred on the      relevant Actual Drawdown Date, the Borrower shall immediately repay the      difference and, in any event, the Borrower shall pay any and all fees,      charges and expenses arising from such conversion. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 9      | REPRESENTATIONS      AND WARRANTIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 9.1    | General.  Each      of the Obligors represents and warrants as follows.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 9.2    | Status.  Each      Obligor is:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (a)    | duly      incorporated and validly existing and in good standing under the law of      its jurisdiction of incorporation; and                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (b)    | duly      qualified and in good standing as a foreign company in each other      jurisdiction in which it owns or leases property or in which the conduct      of its business requires it to so qualify or be licensed except where, in      each case, the failure to so qualify or be licensed and be in good      standing could not reasonably be expected to have a material adverse      effect on its business, assets or financial condition or which may affect      the legality, validity, binding effect or enforceability of the Finance      Documents; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |

----

|   | and      there are no proceedings or actions pending or contemplated by any      Obligor, or to the knowledge of the Obligors contemplated by any third      party, to dissolve, wind-up or terminate any Obligor.                                                                                                                                                                                        |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 9.3    | Company power;      consents.  Each Obligor has the capacity and has taken      all action, and no consent of any person is required,  for:                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                      |
| (a)    | it      to own or lease and operate its properties and to carry on its business as      now conducted and as proposed to be conducted;                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                      |
| (b)    | it      to execute each Finance Document to which it is or is to become a      party;                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                      |
| (c)    | it      to comply with its respective obligations under each Finance Document to      which it is or is to become a party;                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                      |
| (d)    | it      to grant the liens granted by it pursuant to the Finance Documents to      which it is a party;                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                      |
| (e)    | the      perfection or maintenance of the liens created by the Finance Documents      (including the first priority nature thereof); and                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                      |
| (f)    | the      exercise by any Credit Party of its rights under any of the Finance      Documents or the remedies in respect of the Collateral pursuant to the      Finance Documents to which it is a party,                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | except      for consents which have been duly obtained, taken, given or made and are      in full force and effect.                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 9.4    | Consents not liable to      revocation.  Nothing has occurred which makes any of the      consents referred to in Clause 9.3 liable to revocation, and each Obligor      is in compliance with all applicable laws.                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 9.5    | Legal validity; effective      Security Interests.  Subject to any relevant insolvency      laws affecting creditors’ rights generally:                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                      |
| (a)    | each      Finance Document to which an Obligor is or is to become a party, does now      or, as the case may be, will, upon execution and delivery (and, where      applicable, registration as provided for in the Finance Documents),      constitute such Obligor’s legal, valid and binding obligations enforceable      against it in accordance with their respective terms;  and             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                      |
| (b)    | the      Finance Documents to which each Obligor is a party, do now or, as the case      may be, will, upon execution and delivery (and, where applicable,      registration as provided for in the Finance Documents) create legal, valid      and binding Security Interests enforceable in accordance with their      respective terms over all the assets to which they, by their terms,      relate. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 9.6    | No conflicts; no      liens.  The execution by each Obligor of each Finance      Document to which it is or is to become a party, the compliance by each      Obligor with its obligations under such Finance Document to which it is or      is to become a party, and the borrowing by the Borrower of the Loan, will      not:                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                      |

----

| (a)    | involve      or lead to a contravention of (i) any law or regulation or order, writ,      judgment, injunction, decree, determination or award applicable to such      Obligor; (ii) the constitutional documents of such Obligor; or (iii) any      contractual or other obligation or restriction which is binding on such      Obligor or any of its assets; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (b)    | except      for liens created by the Finance Documents, result in or require the      creation or imposition of any lien upon or with respect to any of the      properties of such Obligor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 9.7    | Taxes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (a)    | All      payments which an Obligor is liable to make under the Finance Documents to      which it is a party may be made without deduction or withholding for or on      account of any tax payable under any law of any Pertinent      Jurisdiction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (b)    | Each      Obligor has filed or has caused to be filed all tax returns and other      reports that it is required by law or regulation to file in any Pertinent      Jurisdiction, and has paid or caused to be paid all taxes, assessments and      other similar charges that are due and payable in any Pertinent      Jurisdiction, other than taxes and charges (i) which are (x) not yet      delinquent or (y) being contested in good faith by appropriate proceedings      and for which adequate reserves have been established and in a manner that      does not involve any risk of sale, forfeiture, loss, confiscation or      seizure of any of the Ships, or (ii) the non-payment of which could not      reasonably be expect to have a material adverse effect on such      Obligor.  The charges, accruals, and reserves on the books of      each Obligor respecting taxes are adequate in accordance with applicable      accounting principles and practices. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (c)    | No      material claim for any tax has been asserted against any of the Obligors      or any of their Affiliates by any Pertinent Jurisdiction or other taxing      authority other than claims that are included in the liabilities for taxes      in the most recent balance sheet of such Obligor or disclosed in the notes      thereto, if any.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (d)    | The      execution, delivery, filing and registration or recording (if applicable)      of the Finance Documents, and the consummation of the transactions      contemplated thereby, will not cause any of the Credit Parties to be      required to make any registration with, give any notice to, obtain any      license, permit or other authorization from, or file any declaration,      return, report or other document with any governmental authority in New      York, the Republic of The Marshall Islands or any Pertinent      Jurisdiction.                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (e)    | No      taxes are required by any governmental authority in New York, the Republic      of The Marshall Islands or any Pertinent Jurisdiction to be paid with      respect to or in connection with the execution, delivery, filing,      recording, performance or enforcement of any Finance    Document.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (f)    | The      execution, delivery, filing, registration, recording, performance and      enforcement of the Finance Documents by any Credit Party will not cause      such Credit Party to be deemed to be resident, domiciled or carrying on      business in the Republic of The Marshall Islands or subject to taxation      under any law or regulation of any governmental authority in the Republic      of The Marshall Islands.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

----

| (g)    | Other      than the recording of each Mortgage in accordance with the laws of the      relevant Approved Flag State and the filing of Uniform Commercial Code      Financing Statements in Washington, D.C. and the Secretary of State of the      State of New York in respect of certain of the Finance Documents, and fees      consequent thereto, it is not necessary for the legality, validity,      enforceability or admissibility into evidence of this Agreement or any      other Finance Document that any of them or any document relating thereto      be registered, filed recorded or enrolled with any court or authority in      any relevant jurisdiction or that any stamp, registration or similar taxes      be paid on or in relation to this Agreement or any of the other Finance      Documents. |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 9.8    | No      default.  No Event of Default or Potential Event of      Default has occurred and is continuing and there are no incipient or other      defaults under any other agreements of any Obligor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 9.9    | Information.  All      financial statements, information and other data furnished by or on behalf      of each Obligor to any of the Credit Parties:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (a)    | was      true and accurate at the time it was given;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (b)    | such      financial statements have been prepared in accordance with GAAP and      accurately and fairly represent the financial condition of such Obligor as      of the date or respective dates thereof and the results of operations of      such Obligor for the period or respective periods covered by such      financial statements;                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (c)    | there      are no other facts or matters the omission of which would have made or      make any such information false or misleading;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (d)    | there      has been no material adverse change in the financial condition, operations      or business prospects of any of the Obligors since the date on which such      information was provided other than as previously disclosed to the Agent      in writing; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (e)    | none      of the Obligors has any contingent obligations, liabilities for taxes or      other outstanding financial obligations which are material in the      aggregate except as disclosed in such statements, information and      data.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 9.10   | No      litigation.  No legal or administrative action involving      any Obligor (including any action relating to any alleged or actual breach      of the ISM Code or ISPS Code or any Environmental Law) has been commenced      or taken or, to any Obligor’s knowledge, is likely to be commenced or      taken which, in either case, would be likely to have a material adverse      effect on the business, assets or financial condition of any Obligor or      which may affect the legality, validity, binding effect or enforceability      of the Finance Documents.                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 9.11   | ISM Code and ISPS Code      compliance.  Each of the Obligors has obtained or will      obtain or will cause to be obtained all necessary ISM Code Documentation      and ISPS Code Documentation in connection with its Ship and its operation      and will be or will cause each Ship and the Approved Manager (technical)      to be in full compliance with the ISM Code and the ISPS    Code.                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

----

| 9.12   | Validity and completeness of      Additional Ship MOAs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (a)    | Each      Additional Ship MOA has been (or will be) delivered to the Agent and is      (or will be) a true and complete copy thereof, together with all      agreements, instruments and other documents delivered in connection      therewith and amendments thereto.                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (b)    | Each      Additional Ship MOA constitutes (or will upon execution thereof      constitute) valid, binding and enforceable obligations of the parties      thereto in accordance with its terms.                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (c)    | No amendments or additions to an      Additional Ship MOA have been or will be agreed and      the parties thereto have not waived (and will not waive) any of their      respective rights.                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (d)    | There      is no default on the part of any Obligor or, to the best knowledge of the      Obligors, on the part of any Seller, with respect to an Additional Ship      MOA, and there is no accrued right of any party thereto to terminate an      Additional Ship MOA.                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 9.13   | No rebates      etc.  There is not nor shall there be any agreement or      understanding to allow or pay any rebate, premium, commission, discount or      other benefit or payment (howsoever described) to any Obligor, any      subsidiary or Affiliate of the Obligors, any Seller or any third party in      connection with the purchase of a Ship, other than as disclosed to the      Agent in writing.                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 9.14   | Margin      Stock.  The Borrower is not engaged in the business of      extending credit for the purpose of purchasing or carrying Margin Stock      and no proceeds of the Loan will be used to buy or carry any Margin Stock      or to extend credit to others for the purpose of buying or carrying any      Margin Stock.                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 9.15   | Compliance with law;      Environmentally Sensitive Material.  Except to the extent      the following could not reasonably be expected to have a material adverse      effect on the business, assets or financial condition of any of the      Obligors or which may affect the legality, validity, binding effect or      enforceability of the Finance Documents:                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (a)    | the      operations and properties of each Obligor comply with all laws and      regulations, including without limitation Environmental Law, all necessary      Environmental Permits have been obtained and are in effect for the      operations and properties of each Obligor and each Obligor is in      compliance in all material respects with all such Environmental Permits;      and                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (b)    | none      of the Obligors has been notified in writing by any person that it or any      of its subsidiaries or Affiliates is potentially liable for the remedial      or other costs with respect to treatment, storage, disposal, release,      arrangement for disposal or transportation of any Environmentally      Sensitive Material, except for costs incurred in the ordinary course of      business with respect to treatment, storage, disposal or transportation of      such Environmentally Sensitive Material. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 9.16   | Ownership      of Intermediate Holding Companies and Guarantors.                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (a)    | All      of the outstanding capital stock of each of the Intermediate Holding      Companies has been validly issued, is fully paid, non-assessable and free      and clear of all liens, and is owned beneficially and of record by the      Borrower.                                                                                                                                                                                                                                                                        |

----

| (b)    | All      of the outstanding capital stock of each of the Guarantors has been      validly issued, is fully paid, non-assessable and free and clear of all      liens, and is owned beneficially and of record by the relevant      Intermediate Holding Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (c)    | None      of the capital stock of any of the Guarantors or the Intermediate Holding      Companies is subject to any existing option, warrant, call, right,      commitment or other agreement of any character to which the any of them is      a party requiring, and there are no securities or interests of any of the      Guarantors or the Intermediate Holding Companies outstanding which upon      conversion or exchange would require, the issuance, sale or transfer of      any additional equity interests of any of the Guarantors or the      Intermediate Holding Companies or other securities convertible into,      exchangeable for or evidencing the right to subscribe for or purchase      shares of capital stock or other equity securities of any of the      Guarantors or the Intermediate Holding Companies.                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 9.17   | Investment Company, Holding      Company, etc.  None of the Obligors is (i) an “investment      company,” or an “affiliated person” of, or “promoter” or “principal      underwriter” for, an “investment company,” as such terms are defined in      the Investment Company Act of 1940, as amended, or (ii) a “holding      company” or a “subsidiary company” of a “holding company” or an affiliate      of a “holding company” or of a “subsidiary company” of a “holding company”      or a “public utility” within the meaning of the Public Utility Holding      Company of 1935, as amended, or (iii) a “public utility” within the      meaning of the Federal Power Act of 1920, as amended.                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 9.18   | Asset      Control.  None of the Obligors is a “national” of any      “designated foreign country”, within the meaning of the Foreign Assets      Control Regulations or the Cuban Asset Control Regulations of the U.S.      Treasury Department, 31 C.F.R., Subtitle B, Chapter V, as amended, or a      “specially designated national” listed by the Office of Foreign Assets      Control (“OFAC”),      the U.S. Department of the Treasury, or any regulations or rulings issued      thereunder.  Neither the making of the Advances nor the use of      the proceeds thereof nor the performance by the Borrower of its      obligations under any of the Finance Documents to which it is a party      violates any statute, regulation or executive order restricting loans to,      investments in, or the export of assets to, foreign countries or entities      doing business there. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 9.19   | ERISA.  None      of the Obligors has ever established or maintained any employee benefit      plan subject to Title IV of the Employee Retirement Income Security Act of      1974, as amended.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 9.20   | Use of      Proceeds.  The Borrower is using the proceeds of the Loan      only for the purposes stated in the recitals to this Agreement and the      Borrower’s use of the Loan does not contravenes any law, official      requirement or other regulatory measure or procedure implemented to combat      “money laundering” (as defined in Article 1 of the Directive (91/308/EEC)      of the Council of the European Communities) and comparable United States      Federal and state laws.                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 9.21   | Ships.  Upon      the date of the making of each Advance (other than an Advance in respect      of a deposit on an Additional Ship) and thereafter at all times during the      Security Period, each of the Ships:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (a)    | is      or will be in the sole and absolute ownership of the relevant Guarantor      and duly registered in such Guarantor’s name under the law of an Approved      Flag State, unencumbered save and except for the Mortgage thereon in favor      of the Security Trustee recorded against it and as permitted      thereby;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

----

| (b)    | is,      or will be, seaworthy for hull and machinery insurance warranty purposes      and in every way fit for its intended service; and                                                                                                                                                                                                                                                 |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                      |
| (c)    | is,      or will be, insured in accordance with the provisions of the Mortgage      recorded against it and the requirements thereof in respect of such      insurances will have been complied with.                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                      |
| 9.22   | Place of      Business.                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                      |
| (a)    | The      Borrower’s Chief Executive Office is located at:                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                      |
|   | 80 Kifissias      Avenue                                                                                                                                                                                                                                                                                                                                                                  |
|   | Athens  15125                                                                                                                                                                                                                                                                                                                                                                             |
|   | Greece                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                      |
| (b)    | Each      Guarantor’s Chief Executive Office is located at:                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                      |
|   | 80 Kifissias      Avenue                                                                                                                                                                                                                                                                                                                                                                  |
|   | Athens  15125                                                                                                                                                                                                                                                                                                                                                                             |
|   | Greece                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                      |
| 9.23   | Solvency.  In      the case of each Obligor:                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                      |
| (a)    | the      sum of its assets, at a fair valuation, does and will exceed its      liabilities, including, to the extent they are reportable as such in      accordance with GAAP, contingent liabilities;                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                      |
| (b)    | the      present fair market salable value of its assets is not and shall not be      less than the amount that will be required to pay its probable liability      on its then existing debts, including, to the extent they are reportable      as such in accordance with GAAP, contingent liabilities, as they      mature;                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                      |
| (c)    | it      does not and will not have unreasonably small working capital with which      to continue its business; and                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                      |
| (d)    | it      has not incurred, does not intend to incur and does not believe it will      incur, debts beyond its ability to pay such debts as they      mature.                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                      |
| 9.24   | Survival of      Representations.  All representations and warranties made      by the Obligors herein or made in any certificate delivered pursuant      hereto shall survive the making of the Advances.                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                      |
| 10     | COVENANTS                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.1   | Affirmative      covenants.  From the Closing Date until all      Commitments have terminated and all amounts payable hereunder have been      paid in full:                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                      |
| (a)    | each      Obligor shall duly observe and perform its obligations under each Finance      Document to which it is a party, and the Obligors shall promptly notify      the Agent of any significant damage or injury caused by or to a      Ship;                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                      |
| (b)    | each      Obligor shall promptly inform the Agent, upon becoming aware of the same,      of the occurrence of an Event of Default or of any Potential Event of      Default or any other event (including any litigation) which might      adversely affect its ability to perform its obligations under this      Agreement and each other Finance Document to which it is a      party; |

----

| (c)    | each      Obligor shall obtain or cause to be obtained, maintain in full force and      effect and comply with the conditions and restrictions (if any) imposed in      connection with, every consent and do all other acts and things which may      from time to time be necessary or required for the continued due      performance of all of its obligations under each Finance Document to which      it is a party, and shall deliver a copy of all such consents to the Agent      promptly upon its request;                                                                                                                                            |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| (d)    | each      Obligor shall comply in all material respects with all applicable federal,      state, local and foreign laws, ordinances, rules, orders and regulations      now in force or hereafter enacted, including, without limitation, all      Environmental Laws and regulations relating to thereto, the failure to      comply with which would be likely to have a material adverse effect on the      business, assets or financial condition of such Obligor or affect the      legality, validity, binding effect or enforceability of each Finance      Document to which such Obligor is a party;                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| (e)    | each      Obligor shall keep proper books of record and account, in which full and      materially correct entries shall be made of all financial transactions and      the assets and business of such Obligor in accordance with GAAP, and the      Agent shall have the right to examine the books and records of the      Obligors wherever the same may be kept from time to time as it sees fit,      in its sole reasonable discretion, or to cause an examination to be made      by a firm of accountants selected by it, provided that any      examination shall be done without undue interference with the day to day      business of such Obligor; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| (f)    | the      Borrower shall prepare and deliver to the Agent (unless otherwise filed      with or submitted to the Securities and Exchange Commission with the      requirements thereof, in which case the Lenders agree that such filing or      submission satisfies the requirement of this Clause    10.1(f)):                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | as      soon as available but not later than 90 days after the end of each      Financial Year of the Borrower, complete electronic copies of the      consolidated financial reports of the Borrower and its subsidiaries      (together with a Compliance Certificate and a detailed reconciliation of      all of the differences between GAAP as at December 31, 2006 and as at the      time of delivery), all in reasonable detail, which shall include at least      the consolidated balance sheet of the Borrower and its subsidiaries as of      the end of such year and the related consolidated statements of income and      sources and uses of funds for such year, which shall be audited reports      prepared by an Acceptable Accounting Firm; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | as      soon as available but not later than 45 days after the end of each of the      first three quarters of each Financial Year of the Borrower, an electronic      quarterly interim consolidated balance sheet of the Borrower and its      subsidiaries and the related consolidated profit and loss statements and      sources and uses of funds (together with a Compliance Certificate and a      detailed reconciliation of all of the differences between GAAP as at      December 31, 2006 and as at the time of delivery), all in reasonable      detail, unaudited, but certified to be true and complete by the chief      financial officer of the Borrower; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | within      ten (10) days of the filing thereof, electronic copies of all registration      statements and reports on Forms 20-F and 6-K (or their equivalents) and      other material filings which the Borrower shall have filed with the United      States Securities and Exchange Commission or any similar governmental      authority; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |

----

|   | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | promptly      upon the mailing thereof to the shareholders of the Borrower, electronic      copies of all financial statements, reports, proxy statements and other      communications provided to the Borrower’s shareholders;                                                                                                                                                                                                                       |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | no      later than January 31 of each Financial Year of the Borrower, a copy of      its three (3) year forecast and projection, certified to be true and      complete by the chief financial officer of the Borrower;    and                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | (vi)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | as      soon as practicable given the timing and extent of the request, such other      statements (including, without limitation, monthly consolidated statements      of operating revenues and expenses), lists of assets and accounts, reports      and other financial information with respect to its business as the Agent      may from time to time request, certified to be true and complete by the      chief financial officer of the Borrower; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (g)    | the      Borrower shall procure and deliver to the Agent a written appraisal report      setting forth the Fair Market Value of each Ship as    follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | at      the Borrower’s expense, for inclusion with each Compliance Certificate      required to be delivered under Clause 10.1(f)(i);                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | at      the Borrower’s expense, once each Financial Year upon the request of the      Agent or the Majority Lenders; and                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | at      the Lenders’ expense, at all other times upon the request of the Agent or      the Majority Lenders, unless an Event of Default has occurred and is      continuing, in which case the Borrower shall procure it at its expense as      often as requested;                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (h)    | each      Obligor shall prepare and timely file all tax returns required to be filed      by it and pay and discharge all taxes imposed upon it or in respect of any      of its property and assets before the same shall become in default, as      well as all lawful claims (including, without limitation, claims for      labor, materials and supplies) which, if unpaid, might become a lien or      charge upon the Collateral or any part thereof, except in each case, for      any such taxes (i) as are being contested in good faith by appropriate      proceedings or (ii) the failure of which to pay or discharge would not be      likely to have a material adverse effect on the business, assets or      financial condition of such Obligor or to affect the legality, validity,      binding effect or enforceability of the Finance  Documents; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (i)    | each      Obligor shall permit any person designated by the Agent for that purpose      to inspect and review each Ship’s class records and to visit and inspect      each Ship, at the cost of the Obligors, at such times and so often as the      Agent may reasonably require, provided that (i) any      visitation and inspection shall be done without undue interference with      the operation of such Ship, (ii) so long as no Event of Default has      occurred and is continuing, the Agent shall not exercise such inspection      right in respect of a Ship or its class records more than one time per      year and (iii) the person designated by the Agent to visit and inspect a      Ship shall execute a release and waiver satisfactory in form and substance      to the relevant Obligor and the Agent;                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

----

| (j)    | if      the Agent shall so request, provide the Agent with copies of all      inspection and survey reports on the Ships and, if the Agent shall so      require, cause the Ships to be surveyed by a surveyor appointed by the      Agent; all costs arising in connection with any such survey or surveys      (including, but not without limitation, the fees of the relevant surveyor      or firm of surveyors appointed by the Agent to make such survey or      surveys) shall be borne by the Borrower; provided that the      Borrower shall only be required to pay for one such report per Ship during      any two calendar year period;                                                                                                                                                                                                                                                                                                                                                                               |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| (k)    | each      Obligor shall procure that each Ship shall at all times be (i) kept in a      good and safe condition and state of repair that is consistent with      first-class ship ownership and management practice, (ii) in compliance      with all laws and regulations applicable to vessels (A) registered under      the law of the Approved Flag State in which such Ship is registered and      (B) trading to any jurisdiction to which such Ship may trade from time to      time, (iii) managed by the Approved Managers in accordance with vessel      management agreements acceptable to the Majority Lenders, (iv) registered      under the law of an Approved Flag State, and (v) classed with the      Classification Society in the highest classification and rating for      vessels of the same age and type without any outstanding conditions or      recommendations affecting class (other than those for which the time      prescribed for curing the condition or recommendation has not      passed); |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| (l)    | each      Obligor shall procure that the operator of each Ship will comply, in all      material respects within the requisite applicable time limits for vessels      of the same type, size, age and flag as such Ship, with the ISM Code and,      in particular, without prejudice to the generality of the foregoing, as      and when required to do so by the ISM Code and at all times thereafter,      (i) procure that the operator of each Ship holds a valid Document of      Compliance and Safety Management Certificate, (ii) provide the Agent with      copies of any such Document of Compliance and Safety Management      Certificate promptly following the issuance thereof and after every      renewal and (iii) procure that there is kept, on board each Ship a copy of      any such Document of Compliance and the original of any such Safety      Management Certificate;                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| (m)    | each      Obligor shall procure that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | each      Ship maintains for the duration of the Security Period a valid      International Ship Security Certificate; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | such      Ship’s security system and associated security equipment complies with the      applicable requirements of Chapter XI-2 of SOLAS and Part A of the ISPS      Code; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | an      approved ship security plan is in place; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
| (n)    | each      Obligor shall do or cause to be done all things necessary to preserve and      keep in full force and effect its corporate existence in good      standing;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| (o)    | each      Obligor shall maintain, or cause to be maintained, insurance on each Ship      as required by the terms of the Mortgage, including without limiting the      foregoing:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | fire      and usual marine risks (including hull and machinery and excess      risks); |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | war      risks (including protection and indemnity war risks); |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |

----

|   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | protection      and indemnity risks (including pollution risks and freight, demurrage and      defense cover); and                                                                                                                                                                                                                                                  |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                |
|   | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | any      other risks against which the Security Trustee may advise or, on      instruction of the Majority Lenders shall advise, having regard to      practices and other circumstances prevailing at the relevant time, that it      would be reasonable for the relevant Obligor to insure, as specified by      the Security Trustee by notice to such Obligor; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                |
| (p)    | each      Obligor shall maintain insurance on any of its properties other than the      Ship owned by it, payable in United States Dollars, with responsible      companies, in such amounts and against such risks as is usually carried by      owners of similar businesses and properties in the same general areas in      which it operates, and as shall be satisfactory to the Majority      Lenders;                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                |
| (q)    | except      to the extent the failure to do so could not reasonably be expected to      have a material adverse effect on the business, assets or financial      condition of the Obligors or which may affect the legality, validity,      binding effect or enforceability of the Finance Documents, each Obligor      shall maintain and preserve all of its properties that are used or useful      in the conduct of its business in good working order and condition,      ordinary wear and tear excepted;                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (r)    | the      Obligors shall use the proceeds of the Loan solely for the purposes stated      in the recitals to this Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (s)    | [intentionally      omitted];                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (t)    | each      Obligor shall take, or cause to be taken, such actions as may be      reasonably required to mitigate potential liability to it arising out of      pollution incidents or as may be reasonably required to protect the      interests of the Credit Parties with respect thereto;                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (u)    | each      Obligor shall cause all loans made to it by any other Obligor or any      Affiliate, and all sums and other obligations (financial or otherwise)      owed by it to the Approved Manager (Cardiff) to be fully subordinated to      all Secured Liabilities of such Obligor;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (v)    | the      Borrower shall be the only legal and beneficial shareholder of each of the      Intermediate Holding Companies and the relevant Intermediate Holding      Company shall be the only legal and beneficial shareholder of the relevant      Guarantor;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (w)    | the      Borrower shall maintain its listing on the NASDAQ Global Market or the New      York Stock Exchange, if the Company moves its listing from the NASDAQ      Global Market to the New York Stock Exchange;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (x)    | each      Obligor shall to the best of its knowledge and ability (i) ensure that no      person who owns a controlling interest in or otherwise controls such      Obligor or any subsidiary thereof is or shall be listed on the Specially      Designated Nationals and Blocked Person List or other similar lists      maintained by OFAC, the Department of the Treasury or included in any      Executive Orders, (ii) not use or permit the use of the proceeds of the      Loan to violate any of the foreign asset control regulations of OFAC or      any enabling statute or Executive Order relating thereto, and (iii)      comply, and cause each of its subsidiaries to comply, with all applicable      Bank Secrecy Act laws and regulations, as amended; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

----

| (y)    | upon      the Agent’s request, each Obligor shall; promptly supply, or procure the      supply of, such documentation and other evidence as is reasonably      requested by the Agent in order for each Lender to carry out and be      satisfied with the results of all necessary “know your client” or other      checks which it is required to carry out in relation to the transactions      contemplated by this Agreement and the other Finance Documents and to the      identity of any parties to the Finance Documents (other than the Lenders)      and their directors and officers; |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (z)    | the      Borrower shall cause each Additional Ship Owner to execute and deliver an      Accession Agreement on or before an Expected Drawdown Date in respect of      an Advance of the Tranche A Loan and/or the Tranche B Loan where the      proceeds of such Advance will be used to fund the acquisition of an      Additional Ship;                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (aa)   | each      Guarantor shall deposit or shall cause to be deposited all Earnings and      any Requisition Compensation of its Ship into its Earnings Account (and      the Borrower shall cause each Additional Ship Owner and any Replacement      Ship Owner which becomes a party hereto pursuant to an Accession Agreement      to open an Earnings Account with the Agent);                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (bb)   | a      Guarantor who lets its Ship by any time or consecutive voyage charter for      a term which exceeds or which by virtue of any optional extensions therein      contained would be reasonably likely to exceed 12 months’ duration shall      execute and deliver a Charter Assignment and shall use reasonable      commercial efforts to cause the charterer to execute and deliver to the      Security Trustee a consent and acknowledgement to such Charter Assignment;      and                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (cc)   | from      time to time, at its expense, each Obligor shall provide such additional      information and duly execute and deliver to the Agent such further      documents and assurances as the Majority Lenders or the Agent may      reasonably request to effectuate the purposes of this Agreement, the other      Finance Documents or obtain the full benefit of any of the      Collateral.                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2   | Negative      covenants.  From the Closing Date until all      Commitments have terminated and all amounts payable hereunder have been      paid in full:                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (a)    | none      of the Guarantors will create, assume or permit to exist any Security      Interest whatsoever upon any of its properties or assets, whether now      owned or hereafter acquired, except for Permitted Security      Interests;                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (b)    | none      of the Obligors shall sell, transfer or lease all of or a substantial      portion of its properties and assets, or enter into any transaction of      merger or consolidation or liquidate, windup or dissolve itself (or suffer      any liquidation or dissolution), unless:                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | immediately      after giving effect to such transaction, no Event of Default shall have      occurred and be continuing; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | with      respect to any such sale, transfer, lease or disposition or transaction of      merger or consolidation, the purchaser, transferee or surviving company      (as the case may be) is reasonably acceptable to the Majority Lenders and      assumes all obligations and liabilities (including, without limitation,      any obligations or liabilities under the Finance Documents) of the seller,      transferor or non-surviving entity (as the case may be) hereunder, such      assumption of obligations and liabilities to be in form and substance      satisfactory to the Majority Lenders; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |

----

| (c)    | none      of the Obligors will enter into any transaction or series of related      transactions, whether or not in the ordinary course of business, with any      Affiliate or subsidiary, other than on terms and conditions substantially      as favorable to such person as would be obtainable by such person at the      time in a comparable arm’s-length transaction with a person other than an      Affiliate or subsidiary;                                                                                                                                                                                                                                                                                                                         |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (d)    | none      of the Obligors shall change the nature of its business or commence any      business otherwise than in connection with, or for the purpose of, owning      and/or operating the Ships;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (e)    | none      of the Guarantors will transfer or change or permit the transfer or change      of the flag of its Ship from the Approved Flag in which such Ship is      registered on the Actual Drawdown Date, change the classification or the      Classification Society of such Ship, or do or allow to be done anything as      a result of which such registration or classification might be imperiled      or cancelled;                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (f)    | none      of the Obligors will change, or permit a change of, the Approved Manager      to a manager that is not an Approved Manager, or agree or consent to or      permit any material amendment or other modification of the terms of any      management agreements relating to the Ships, including any increase in the      rate of compensation payable thereunder;                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (g)    | none      of the Obligors will permit any act, event or circumstance that would      result in (i) the Borrower owning beneficially and of record less than      100% of the equity of each of the Intermediate Holding Companies or (ii)      the Intermediate Holding Companies owning beneficially and of record less      than 100% of the equity of each of the Guarantors, and except for the      Share Pledges, (x) the Borrower shall not sell, transfer, pledge, assign      or otherwise convey or dispose of any of the share capital of any      Intermediate Holding Company and (y) the Intermediate Holding Companies      shall not sell, transfer, pledge, assign or otherwise convey or dispose of      any of the share capital of any Guarantor; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (h)    | none      of the Guarantors will increase its capital by way of the creation of      preference securities, further common or ordinary securities or otherwise      howsoever, or create any new class of equity;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (i)    | none      of the Guarantors will incur any Financial Indebtedness other than (i) in      the usual course of business, (ii) as permitted by the Finance Documents      or (iii) unsecured Financial Indebtedness that is fully subordinated to      the Guaranteed Obligations;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (j)    | none      of the Guarantors will create or otherwise cause or permit to exist or      become effective any consensual encumbrance or restriction on the ability      of any Guarantor to (i) pay dividends or make any other distributions on      its capital stock to the Borrower or any Guarantor or pay any Financial      Indebtedness owed to the Borrower, (ii) make any loans or advances to the      Borrower or (iii) transfer any of its property or assets to the      Borrower;                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (k)    | none      of the Guarantors will acquire any capital assets (including any vessel      other than the Ship to be owned by it) by purchase, charter or otherwise;      provided that for      the avoidance of doubt nothing in this Clause 10.2(k) shall prevent or be      deemed to prevent capital improvements being made to the Ship to be owned      by it;                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (l)    | except      in connection with the financing of the Ships, none of the Guarantors will      make any loan or advance to, make any investment in, or enter into any      working capital maintenance or similar agreement with respect to any      person (other than an Obligor), whether by acquisition of stock or      indebtedness, by loan, guarantee orotherwise;                                                                                                                                                                                                                                                                                                                                                                                               |

----

| (m)    | none      of the Guarantors will sell its Ship except for cash, on an arm’s-length      basis at fair market value;                                                                                                                                                                                                                                                                                                                                                                            |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (n)    | none      of the Obligors will enter into any arrangements, directly or indirectly,      with any person whereby it shall sell or transfer any property, whether      real or personal, and used and useful in its business, whether now owned      or hereafter acquired, if it, at the time of such sale or disposition,      intends to lease or otherwise acquire the right to use or possess (except      by purchase) such property or like property for a substantially similar      purpose; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (o)    | none      of the Obligors shall change its Financial Year or make or permit any      change in accounting policies affecting (i) the presentation of financial      statements or (ii) reporting practices, except in either case in      accordance with accounting principles and practices acceptable to the      Agent with the consent of the Majority Lenders;                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (p)    | none      of the Obligors shall change its jurisdiction of incorporation or amend      its constitutional documents except in connection with a merger or      consolidation that is not prohibited by the terms of Clause      10.2(b);                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (q)    | except      as permitted by the relevant Mortgage or Deed of Covenant, none of the      Guarantors shall let its Ship:                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | on      demise charter for any period; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | on      terms whereby more than two (2) months’ hire (or the equivalent) is      payable in advance; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
|   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | below      the market rate prevailing at the time when the Ship is fixed or on any      other than arm’s length terms; or |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
|   | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | by      demise charter, time charter, voyage charter or otherwise to any of its or      the Borrower’s subsidiaries or Affliates or the Approved Manager (unless      such Ship is contemporaneously sub-chartered at the prevailing market rate      to a third party that is not a subsidiary or an Affiliate of such      Guarantor or of the Borrower and such sub-charter and all rights      thereunder are assigned to the Security Trustee as security for the      Secured Liabilities); |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
| (r)    | none      of the Obligors shall change the location of its chief executive office or      the office where its corporate records are kept or open any new office for      the conduct of its business on less than thirty (30) days prior written      notice to the Agent;                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (s)    | none      of the Obligors shall contravene any law, official requirement or other      regulatory measure or procedure implemented to combat “money laundering”      (as defined in Article 1 of the Directive (91/308/EEC) of the Council of      the European Communities) and comparable United States Federal and state      laws; or                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (t)    | the      Borrower may not pay dividends if an Event of Default has occurred and is      continuing or would result therefrom.                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |

----

| 10.3   | Financial      Covenants and Collateral Maintenance Ratio.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (a)    | From the Closing Date until all      Commitments have terminated and all amounts payable hereunder have been      paid in full, the Borrower (on a consolidated basis) will not      permit the ratio of Funded Debt to Total Capitalization on the last day of      any fiscal quarter of the Borrower to be greater than 0.70 to      1.00.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (b)    | Commencing on July 1, 2008 and      until all Commitments have terminated and all amounts payable hereunder      have been paid in full, the Borrower (on a consolidated basis) will not      permit Liquidity to be less than (i) $500,000 multiplied by (ii) the      number of Ships owned directly or indirectly by the      Borrower.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (c)    | Commencing with the fiscal quarter      ending December 31, 2007 and until all Commitments have terminated and all      amounts payable hereunder have been paid in full, the Borrower (on a      consolidated basis) will not permit the ratio of EBITDA to Net Interest      Expense on the last day of any fiscal quarter be less than 2.50 to 1.00      (based on the last four consecutive fiscal quarters), provided      that (i) with respect      to the fiscal quarter ended on December 31, 2007 the ratio shall be      calculated based on the last consecutive fiscal quarter (on an annualized      basis), (ii) with respect to the fiscal quarter ended on March 31, 2008      the ratio shall be calculated based on the last two consecutive fiscal      quarters (on an annualized basis) and (iii) with respect to the fiscal      quarter ended on June 30, 2008 the ratio shall be calculated based on the      last three consecutive fiscal quarters (on an annualized      basis).                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (d)    | From      the Closing Date and until      all Commitments have terminated and all amounts payable hereunder have      been paid in full, the aggregate Fair Market Value of the Ships      plus deposits as per Clause 7.9(b) (including in respect of insurance      proceeds receivable, on a pro forma basis before such proceeds are      deposited with the Security Trustee) shall be not less than 140% of the      Loan plus any unutilized Commitment in respect of the Tranche A Loan (the      “Collateral Maintenance      Ratio”) (as confirmed by the most recent Fair Market Value      appraisal report delivered to the Agent under Clause      10.1(g)).  If, at any time, the Collateral Maintenance Ratio      shall be less than 140%, the Agent (acting upon the instruction of the      Majority Lenders) shall have the right to require the Borrower and/or the      Obligors, within 30 Business Days of the date of the written demand of the      Agent, to either (at the Borrower’s option): |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | prepay      the Loan in such amount as may be necessary to cause such aggregate Fair      Market Value of the Ships to equal or exceed the Collateral Maintenance      Ratio; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | provide      such additional Collateral as may be acceptable to the Agent in its sole      reasonable discretion (acting upon the instruction of the Majority      Lenders) so that aggregate Fair Market Value of the Ships and such      additional Collateral equals or exceeds the Collateral Maintenance      Ratio, |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   | and      the Obligors hereby agree to comply with any such written demand made by      the Agent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | As      an alternative to (i) or (ii) of this Clause 10.3(d), the Agent may agree      with the Borrower to reduce any unutilized Commitment in respect of the      Tranche A Loan in such amount as may be necessary to cause such aggregate      Fair Market Value of the Ships plus deposits as per Clause 7.9(b)      (including in respect of insurance proceeds receivable, on a pro forma      basis before such proceeds are deposited with the Security Trustee) to      equal or exceed the Collateral Maintenance Ratio.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |

----

| (e)    | A      prepayment under Clause 10.3(d) shall be treated and applied as a      voluntary prepayment under Clause 7.5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (f)    | From      the Closing Date and until      all Commitments have terminated and all amounts payable hereunder have      been paid in full, the weighted average age of the      Ships (weighted by the Fair Market Value of the Ships) shall not exceed 18      years.  If any Ship reaches the age of 21 years or more      during this period, such Ship shall be assigned no value in the      calculation of the aggregate Fair Market Value of the    Ships.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 11     | GUARANTEE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 11.1   | Guarantee.  In      order to induce the Lenders to make the Loan to the Borrower, and to      induce the Swap Bank to enter into Designated Transactions with the      Borrower, the Guarantors jointly and severally hereby guarantee (this      “Guarantee”), each      as a primary obligor and not merely as a surety, the performance and      punctual payment when due, whether at stated maturity, by acceleration or      otherwise, of all Secured Liabilities of the Borrower now or hereafter      existing under this Agreement and any other Finance Document, whether for      principal, interest, fees, expenses or otherwise (collectively, the “Guaranteed Obligations”)      due or owing to any of the Lenders or the Swap Bank (each, a “Guaranteed Party”), and      agrees to pay any and all expenses (including, without limitation, counsel      fees and expenses) incurred by a Guaranteed Party or the Security Trustee      or the Agent in enforcing any rights under this Guarantee.  The      obligations of the Guarantors under this Guarantee are in addition to and      shall not in any way be prejudiced by any other guaranty or security now      or subsequently held by the Guaranteed Parties.  The Guarantors      hereby further jointly and severally agree that if the Borrower shall fail      to pay in full when due (whether at stated maturity, by acceleration or      otherwise) any of the Guaranteed Obligations, the Guarantors will promptly      pay the same, on first demand, and that in the case of any extension of      time of payment or renewal of any of the Guaranteed Obligations, the same      will be promptly paid in full when due (whether at extended maturity, by      acceleration or otherwise) in accordance with the terms of such extension      or renewal. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 11.2.  | Obligations      absolute.  Each Guarantor guarantees that the Guaranteed      Obligations will be performed and paid to the Guaranteed Parties strictly      in accordance with the terms of any applicable agreement, express or      implied, of the Borrower, regardless of any law, regulation or order of      any jurisdiction affecting any term of any Guaranteed Obligation or the      rights of the Guaranteed Parties with respect thereto, including, without      limitation, any law, rule or policy which is now or hereafter promulgated      by any governmental authority (including, without limitation, any central      bank) or regulatory body any of which may adversely affect the Borrower’s      ability or obligation to make, or right of the Guaranteed Parties to      receive, such payments, including, without limitation, any sovereign act      or circumstance which might otherwise constitute a defense to, or a legal      or equitable discharge of, the Borrower.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 11.3   | Guarantee      Unconditional.  The liability of each Guarantor hereunder      shall be unconditional irrespective of, and each Guarantor hereby waives      any defenses it may assert with respect to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (a)    | any      lack of validity or enforceability of any Guaranteed Obligation or      agreement or instrument relating thereto;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (b)    | any      change in the time, manner or place of payment of, or in any other term      of, any Guaranteed Obligation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

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| (c)    | any      exchange, release or non-perfection of any other Collateral securing      payment of any Guaranteed Obligation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (d)    | any      moratorium, bankruptcy, insolvency or other similar law or any other law,      regulation or order of any jurisdiction affecting any term of any      Guaranteed Obligation or a Guaranteed Party’s rights with respect thereto;      or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (e)    | any      other circumstance which might otherwise constitute a defense available      to, or the discharge of, the Borrower, or a Guarantor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 11.4   | Waiver of subrogation;      Contribution.  Notwithstanding any other provision of      this Guarantee, until payment in full of the Guaranteed Obligations in      cash after termination of any of the Guaranteed Parties’ commitments with      respect thereto:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (a)    | each      Guarantor hereby irrevocably waives any right to assert, enforce, or      otherwise exercise any right of subrogation to any of the rights, security      interests, claims, or liens which the Guaranteed Parties have against the      Borrower or any other Guarantor in respect of the Guaranteed      Obligations;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (b)    | each      Guarantor shall not have any right of recourse, reimbursements,      contribution, indemnification, or similar right (by contract or otherwise)      against the Borrower or any other Guarantor in respect of the Guaranteed      Obligations; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (c)    | each      Guarantor hereby irrevocably waives any and all of the foregoing rights      and also irrevocably waives the benefit of, and any right to participate      in, any Collateral or other security given to the Guaranteed Parties to      secure payment of the Guaranteed Obligations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 11.5   | Subordination.  The      Guarantors agree that, so long as the Borrower remains under any actual or      contingent liability under this Agreement or any other Finance Document,      any rights which the Guarantors may have at any time by reason of the      performance by the Guarantors of the Guaranteed Obligations to take the      benefit (in whole or in part) of any security taken pursuant to this      Agreement or any of the other Finance Documents shall be subject and      subordinate to the rights of the Guaranteed Parties hereunder and shall be      exercised by the Guarantors in such manner and upon such terms as the      Guaranteed Parties may require and further agree to hold any monies at any      time received by the Guarantors as a result of the exercise of any such      rights or otherwise for and on behalf of the Guaranteed Parties for      application in or towards payment of any sums at any time owed by the      Borrower under the Agreement or the other Finance    Documents. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 11.6   | Reinstatement.  This      Guarantee shall continue to be effective or be reinstated, as the case may      be, if at any time any payment of any of the Guaranteed Obligations is      rescinded or must otherwise be returned by a Guaranteed    Party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 11.7   | Waiver.  Each      Guarantor waives promptness, diligence and notices with respect to any      Guaranteed Obligation and this Guarantee and any requirement that a      Guaranteed Party exhaust any right or take any action against the Borrower      or any other entity or any or their property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

----

| 11.8   | Payments;      No Reductions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (a)    | All      payments under this Guarantee shall be made in accordance with Clauses 12,      16 and 17 of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (b)    | Each      Guarantor agrees to pay any taxes which arise from any payment made      hereunder or from the execution, delivery or registration by such      Guarantor of, or otherwise with respect to, this  Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (c)    | Each      Guarantor will indemnify a Guaranteed Party in accordance with Clause 16      upon demand.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (d)    | Within      30 days after the date of any payment of taxes, the affected Guarantor      will furnish to each Guaranteed Party at its address for notices, the      original or a certified copy of a receipt evidencing payment      thereof.  If no taxes are payable in respect of any payment, a      Guarantor will furnish to each Guaranteed Party a certificate from each      appropriate taxing authority, or an opinion of counsel acceptable to each      Guaranteed Party, in either case stating that such payment is exempt from      or not subject to taxes.                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 11.9   | Continuing      Guarantee.  This Guarantee is a continuing guaranty, is      joint and several with any other guarantee given in respect of the      Guaranteed Obligations, and shall remain in full force and effect until      the later of the termination of any Commitment of the Lenders under this      Agreement and the payment in full of the Guaranteed Obligations and all      other amounts payable hereunder and shall be binding upon each Guarantor,      its successors and permitted assigns.  The obligations of each      Guarantor under this Guarantee shall rank pari passu with all      other unsecured obligations of such Guarantor. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 12     | PAYMENTS      AND CALCULATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 12.1   | Currency and method of      payments.  All payments to be made by any Obligor under a      Finance Document shall be made to the Agent:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (a)    | not      later than 11:00 a.m. (New York City time) on the due date (any payment      received after 11:00 a.m. New York City time shall be deemed to have been      paid on the next Business Day);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (b)    | in      same day Dollar funds settled through the New York Clearing House      Interbank Payments System (or in such other Dollar funds and/or settled in      such other manner as the Agent shall specify as being customary at the      time for the settlement of international transactions of the type      contemplated by this Agreement); and                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (c)    | to      account number 300030007278532, maintained      at Nordea Bank Finland PLC, New York Branch, located at 437 Madison      Avenue, New York, New York 10022, USA, ABA Number: 026010786, SWIFT:      NDEAUS3NXXX, Attention: Credit Administration, re: OceanFreight, or to      such other account with such other office of the Agent or bank as the      Agent may from time to time notify to the Obligors.                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 12.2   | Payment on non-Business      Day.  If any payment by any Obligor under a Finance      Document would otherwise fall due on a day which is not a Business      Day:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (a)    | the      due date shall be extended to the next succeeding Business Day;      or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

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| (b)    | if      the next succeeding Business Day falls in the next calendar month, the due      date shall be brought forward to the immediately preceding Business      Day;                                                                                                                                                                                                                                                                                                                           |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | and      interest shall be payable during any extension under paragraph (a) at the      rate payable on the original due date.                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 12.3   | Basis for calculation of      periodic payments.  All interest and commitment fee and      any other payments under any Finance Document which are of an annual or      periodic nature shall accrue from day to day and shall be calculated on      the basis of the actual number of days elapsed and a 360 day      year.                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 12.4   | Distribution of payments to      Credit Parties.  Subject to Clauses 12.5, 12.6 and      12.7:                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| (a)    | any      amount received by the Agent under a Finance Document for distribution or      remittance to a Credit Party shall be made available by the Agent to that      Credit Party by payment, with funds having the same value as the funds      received, to such account as such Credit Party may have notified to the      Agent not less than five (5) Business Days previously;  and                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| (b)    | amounts      to be applied in satisfying amounts of a particular category which are due      to the Lenders generally shall be distributed by the Agent to each Lender      pro rata to the      amount in that category which is due to it.                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 12.5   | Permitted deductions by      Agent.  Notwithstanding any other provision of this      Agreement or any other Finance Document, the Agent may, before making an      amount available to a Credit Party, deduct and withhold from that amount      any sum which is then due and payable to the Agent from that Credit Party      under any Finance Document or any sum which the Agent is then entitled      under any Finance Document to require that Lender to pay on      demand. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 12.6   | Agent only obliged to pay when      monies received.  Notwithstanding any other provision of      this Agreement or any other Finance Document, the Agent shall not be      obliged to make available to the Borrower or any Credit Party any sum      which the Agent is expecting to receive for remittance or distribution to      the Borrower or that Credit Party until the Agent has satisfied itself      that it has received that sum.                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 12.7   | Refund to Agent of monies not      received.  Except as is otherwise provided in Clause      3.4(b) of this Agreement, if and to the extent that the Agent makes      available a sum to the Borrower or a Credit Party, without first having      received that sum, the Borrower or (as the case may be) the Credit Party      concerned shall, on demand:                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| (a)    | refund      the sum in full to the Agent; and                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| (b)    | pay      to the Agent the amount (as certified by the Agent) which will indemnify      the Agent against any funding or other loss, liability or expense incurred      by the Agent as a result of making the sum available before receiving      it.                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 12.8   | Agent may assume      receipt.  Clause 12.7 shall not affect any claim which      the Agent has under the law of restitution, and applies irrespective of      whether the Agent had any form of notice that it had not received the sum      which it made available (except an express notice from a Lender that it      will not fund its Ratable Portion of any Advance of a      Tranche).                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |

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| 12.9   | Credit Party      accounts.  Each Credit Party shall maintain accounts      showing the amounts owing to it by the Borrower under the Finance      Documents and all payments in respect of those amounts made by the      Borrower.                                                                                                                                                          |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 12.10  | Agent’s memorandum      account.  The Agent shall maintain a memorandum account      showing the amounts advanced by the Lenders and all other sums owing to      the Agent, the Security Trustee and each Lender from the Obligors under      the Finance Documents and all payments in respect of those amounts made by      the Obligors.                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 12.11  | Accounts prima facie      evidence.  If any accounts maintained under Clauses 12.9      and 12.10 show an amount to be owing by an Obligor to a Credit Party,      those accounts shall be prima facie evidence that that amount is owing to      that Credit Party.                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 13     | APPLICATION      OF RECEIPTS                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 13.1   | Normal order of      application.  Except as this Agreement or any other      Finance Document may otherwise provide, any sums which are received or      recovered by the Agent or the Security Trustee under or by virtue of any      Finance Document shall be paid to the account of the Agent identified in      Clause 12.1(c) and applied by the Agent in the following      manner:   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | FIRST:      in or towards the payment or reimbursement of any expenses or liabilities      incurred by the Agent, the Security Trustee or the Lenders in connection      with the ascertainment, protection or enforcement of their respective      rights and remedies hereunder and under the other Finance Documents,      including without limitation any amounts due under Clause 16      hereof; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | SECOND:      in or towards payment of any accrued default interest due but unpaid under      Clause 6;                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | THIRD:      in or towards payment of any accrued interest due but unpaid under Clause      4 on a pro rata      basis to each outstanding Tranche of the Loan;                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | FOURTH:      in or towards payment, on a pro rata basis to each      outstanding Tranche of the Loan, of any principal due but unpaid under      Clause 7 hereof;                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | FIFTH:      in or towards payment of all other sums which may be owing to any Credit      Party under this Agreement and the other Finance Documents (or any of      them),                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | SIXTH:      in or towards the payments of any amounts then due under the Master      Agreement; and                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | SEVENTH:      any surplus shall be paid to the Borrower or to whomsoever else may be      entitled thereto.                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| 13.2   | Application of credit      balances.  A Lender may with seven (7) days prior notice      or without prior notice if an Event of Default has occurred and is      continuing:                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| (a)    | apply      any balance (whether or not then due) which at any time stands to the      credit of any account in the name of an Obligor at any office of such      Lender in any country in or towards satisfaction of any sum then due from      that Obligor to such Lender under any of the Finance Documents;      and                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| (b)    | for      that purpose:                                                                                                                                                                                                                                                                                                                                                                                  |

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | break,      or alter the maturity of, all or any part of a deposit of that      Obligor; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | convert      or translate all or any part of a deposit or other credit balance into      Dollars; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | enter      into any other transaction or make any entry with regard to the credit      balance which such Lender considers appropriate. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
| 13.3   | Existing rights      unaffected.  A Lender shall not be obliged to exercise      any of its rights under Clause 13.2; and those rights shall be without      prejudice and in addition to any right of set-off, combination of      accounts, charge, lien or other right or remedy to which such Lender is      entitled (whether under the general law or any  document).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 13.4   | Payments in excess of ratable      share.  If any Lender shall obtain any payment (whether      voluntary, involuntary, through the exercise of any right of set-off,      counterclaim or otherwise) on account of its portion of the Loan and in      excess of its ratable share of payments on account of the Loan obtained by      all the Lenders, such Lender shall forthwith purchase from the other      Lenders such participation in their respective portions of the Loan as      shall be necessary to share the excess payment ratably with each of them;      provided that if      all or any portion of such excess payment is thereafter recovered from      such purchasing Lender, such purchase from each Lender shall be rescinded      and such Lender shall repay to the purchasing Lender the purchase price to      the extent of such recovery together with an amount equal to such Lender’s      ratable share (according to the proportion of (i) the amount of such      Lender’s required repayment to (ii) the total amount so recovered from the      purchasing Lender) of any interest or other amount paid or payable by the      purchasing Lender in respect of the total amount so      recovered.  The Borrower agrees that any Lender so purchasing a      participation from another Lender pursuant to this Clause 13.4 may, to the      fullest extent permitted by law, exercise all of its rights of payment      (including the right of set-off) with respect to such participation as      fully as if such Lender were the direct creditor of the Borrower in the      amount of such participation.  Notwithstanding the preceding      sentences of this Clause 13.4, any Lender which shall have commenced or      joined (as a plaintiff) in an action or proceeding in any court to recover      sums due to it under this Agreement or any other Finance Document and      pursuant to a judgment obtained therein or a settlement or compromise of      that action or proceeding shall have received any amount, shall not be      required to share any proportion of that amount with a Lender which has      the legal right to, but does not, join such action or proceeding or      commence and diligently prosecute a separate action or proceeding to      enforce its rights in the same or another court.  Each Lender      exercising or contemplating exercising any rights giving rise to a receipt      or receiving any payment of the type referred to in this Clause 13.4 or      instituting legal proceedings to recover sums owing to it under this      Agreement shall, as soon as reasonably practicable thereafter, give notice      thereof to the Agent who shall give notice to the other      Lenders. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 14     | EVENTS      OF DEFAULT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 14.1   | Events of      Default.  There shall be an Event of Default      if:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| (a)    | any      payment of (i) principal is not paid when due under this Agreement or any      of the other Finance Documents, or (ii) any interest or any other amount      due to any Credit Party under this Agreement or any of the other Finance      Documents is not paid within three (3) Business Days of the due date or,      only in the case of sums payable on demand, when first demanded (as the      case may be);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |

----

| (b)    | any      breach occurs of Clause 8.2, 10.1(b), 10.1(k)(iv), 10.1(o), 10.1(r),      10.1(v), 10.1(w), 10.1(x), 10.2 or 10.3; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| (c)    | any      breach occurs of any provision of a Finance Document (other than a breach      covered by paragraphs (a) or (b) above) if, in the opinion of the Majority      Lenders, such default is capable of remedy, and such default continues      unremedied for 10 Business Days after written notice from the Agent      requesting action to remedy the same; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| (d)    | subject      to any applicable grace period specified in the Finance Document, any      breach occurs of any provision of a Finance Document (other than a breach      covered by paragraphs (a), (b) or (c) above); or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| (e)    | any      Obligor shall default (subject to any applicable cure period) in the      payment when due of any Financial Indebtedness (other than in respect of      the Finance Documents) in the outstanding principal amount equal to or      exceeding $1,000,000 or such Financial Indebtedness is, or by reason of      such default is subject to being, accelerated or any party becomes      entitled to enforce the security for any such Financial Indebtedness and      such party shall take steps to enforce the same, unless such default or      enforcement is being contested by such Obligor, in good faith and through      appropriate proceedings and in a manner that does not involve any risk of      sale, forfeiture, loss, confiscation or seizure of any of the Ships, and      such Obligor shall set aside on its books adequate reserves with respect      thereto; or                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| (f)    | any      representation or warranty made by any Obligor or any other party (other      than a Credit Party) in or pursuant to this Agreement or any of the other      Finance Documents or in the Compliance Certificate shall prove to have      been incorrect or misleading in any material respect when made or deemed      made or confirmed; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| (g)    | any      of the consents referred to in Clause 9.3 is modified in a manner      unacceptable to the Majority Lenders or is not granted or is revoked or      terminated or expires and is not renewed or otherwise ceases to be in full      force and effect; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| (h)    | any      Obligor shall generally not pay its debts as such debts become due, or      shall admit in writing its inability to pay its debts generally, or shall      make a general assignment for the benefit of creditors;  or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| (i)    | any      proceeding shall be instituted by or against any Obligor seeking to      adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up,      reorganization, arrangement, adjustment, protection, relief, or      composition of it or its debts under any law relating to bankruptcy,      insolvency or reorganization or relief of debtors, or seeking the entry of      an order for relief or the appointment of a receiver, trustee, custodian      or other similar official for it or for any substantial part of its      property and either such proceeding shall remain undismissed or unstayed      for a period of 45 days or any of the actions sought in such proceeding      (including, without limitation, the entry of an order for relief against,      or the appointment of a receiver, trustee, custodian or other similar      official for, it or for any substantial part of its property) shall occur;      or |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| (j)    | an      Obligor ceases or threatens to cease to carry on its business except, with      respect to a Guarantor, in the case of a sale or a proposed sale of its      Ship; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| (k)    | all      or a material part of the undertakings, assets, rights or revenues of, or      shares or other ownership interest in, an Obligor are seized,      nationalized, expropriated or compulsorily acquired by or under authority      of any government; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |

----

| (l)    | a      creditor attaches or takes possession of, or a distress, execution,      sequestration or process (each an “action”) is levied or      enforced upon or sued out against, a material part of the undertakings,      assets, rights or revenues (the “assets”) of an Obligor      in relation to a claim by such creditor where such Obligor does not or      does not procure that such action is lifted, vacated, released or      expunged, or substitute security posted, within 30 days of such action      being (i) instituted and (ii) notified to such Obligor;  or |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (m)    | a Change of Control has      occurred; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (n)    | a      Ship is sold or becomes a Total Loss and any prepayment required to be      made under Clause 7.9 is not made when due; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (o)    | it      becomes impossible or unlawful:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | for      an Obligor or any other party thereto (other than a Credit Party) to      fulfill any of the covenants and obligations contained in this Agreement      and/or any of the other Finance Documents or otherwise;  or |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | for      a Credit Party to exercise any of the rights vested in it under this      Agreement and/or any of the other Finance Documents or otherwise;      or |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
| (p)    | there      occurs, in the reasonable opinion of the Majority Lenders, a material      adverse change in the financial condition of an Obligor that impairs the      ability of an Obligor to perform its obligations under any Finance      Document to which it is a party; or                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (q)    | any      other event occurs or circumstance arises which, in the reasonable opinion      of the Majority Lenders, is likely materially and adversely to      affect:                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | the      ability of an Obligor or any other party (other than a Credit Party) to      perform all or any of its respective obligations under or otherwise to      comply with the terms of this Agreement or any of the other Finance      Documents; or |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | the      security created by any Collateral; or |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
| (r)    | an      event of default, or an event or circumstance which, with the giving of      any notice, the lapse of time or both would constitute an event of default      (subject to any applicable cure period), has occurred under any material      agreement (other than the Finance Documents) to which any of the Obligors      is a party; or                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (s)    | any      judgment or order is made, the effect whereof would be to render      ineffective or invalid this Agreement or any other Finance Document or any      material provision thereof, or any Obligor thereof asserts that any such      agreement or provision thereof is invalid.                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 14.2   | Actions following an Event of      Default.  On, or at any time after, the occurrence of an      Event of Default the Agent shall at the request, or may with the consent,      of the Majority Lenders:                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (a)    | serve      on the Borrower a notice stating that all obligations of the Lenders to      the Borrower under this Agreement are terminated, whereupon the same shall      forthwith terminate; and/or                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

----

| (b)    | serve      on the Borrower a notice stating that the Loan, all accrued interest and      all other amounts accrued or owing under this Agreement or any other      Finance Document are immediately due and payable, whereupon all such      amounts shall become and be forthwith due and payable, without      presentment, demand, protest or further notice of any kind, all of which      are hereby expressly waived by the Borrower; provided that in the      case of an Event of Default under either of Clauses 14.1(h) or (i), the      Loan and all accrued interest and other amounts accrued or owing hereunder      shall be deemed immediately due and payable without notice or demand      therefor; and/or |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (c)    | take      any other action which, as a result of the Event of Default or any notice      served under paragraph (a) or (b) above, a Credit Party is entitled to      take under any Finance Document or any applicable law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 14.3   | Termination of      obligations.  On the service of a notice under paragraph      (a) of Clause 14.2, all the obligations of the Lenders to the Borrower      under this Agreement shall terminate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 14.4   | Acceleration of      Loan.  On the service of a notice under paragraph (b) of      Clause 14.2, the Loan, all accrued interest and all other amounts accrued      or owing from the Obligors under this Agreement and every other Finance      Document shall become immediately due and payable or, as the case may be,      payable on demand, and the Security Trustee shall forthwith be entitled to      enforce the Security Interests created by this Agreement and any other      Finance Document in any manner available to it and in such sequence as the      Security Trustee may, in its absolute discretion,    determine.                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 14.5   | Multiple notices; action      without notice.  The Agent may serve notices under      paragraphs (a) and (b) of Clause 14.2 simultaneously or on different dates      and it may take any action referred to in that Clause if no such notice is      served or simultaneously with or at any time after the service of both or      either of such notices.                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 15     | FEES      AND EXPENSES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 15.1   | Fees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (a)    | The      Borrower shall pay to the Agent a facility fee and an annual      administration fee as and when required by the Fee  Letter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (b)    | During      the period commencing on October 1, 2007 and ending on the date the Total      Commitments are terminated, the Borrower shall pay to the Agent (for the      account of the Lenders), quarterly in arrears, a commitment fee of 0.45%      per annum on the daily      average unutilized Commitment of each Lender.                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 15.2   | Costs of negotiation,      preparation etc.  The Borrower shall pay to the Agent on      its demand the amount of all reasonable and documented expenses incurred      by the Agent or any other Credit Party in connection with the negotiation,      preparation, execution, registration or enforcement of any Finance      Document or any related document or with any transaction contemplated by a      Finance Document or a related document, including, without limitation, the      reasonable fees and disbursements of a Credit Party’s legal counsel and      any local counsel retained by them.                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

----

| 15.3   | Costs of variations,      amendments, enforcement etc.  The Borrower shall pay to      the Agent, on the Agent’s demand, the amount of all reasonable and      documented expenses incurred by the Credit Parties in connection      with:                                                                                                                                                                   |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (a)    | any      amendment or supplement to a Finance Document, or any proposal for such an      amendment to be made;                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (b)    | any      consent or waiver by any Credit Party under or in connection with a      Finance Document, or any request for such a consent or    waiver;                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (c)    | the      valuation of or any other matter relating to the Collateral;      or                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (d)    | any      step taken by a Credit Party with a view to the protection, exercise or      enforcement of any right or Security Interest created by a Finance      Document or for any similar purpose.                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | There      shall be recoverable under paragraph (d) the full amount of all legal      expenses as may be incurred by such Credit Party.                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 15.4   | Documentary      taxes.  The Borrower shall promptly pay any tax payable      on or by reference to any Finance Document, and shall, on demand, fully      indemnify any Credit Party against any liabilities and expenses resulting      from any failure or delay by the Borrower to pay such a    tax.                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 16     | INDEMNITIES                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 16.1   | Indemnities regarding borrowing      and repayment of Loan.  The Borrower shall fully      indemnify a Lender on a Lender’s first demand in respect of all reasonable      and duly documented expenses, liabilities and losses which are incurred by      such Lender, or which such Lender reasonably and with due diligence      estimates that it will incur, as a result of or in connection      with: |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (a)    | an      Advance not being borrowed on the Expected Drawdown Date specified in the      Drawdown Notice for such Advance for any reason other than a default by      such Lender;                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (b)    | the      receipt or recovery of all or any part of the Loan or an overdue sum      otherwise than on the last day of an Interest Period or other relevant      period;                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (c)    | any      failure (for whatever reason) by the Borrower to make payment of any      amount due under a Finance Document on the due date or, if so payable, on      demand (after giving credit for any default interest paid by the Borrower      on the amount concerned);                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (d)    | the      occurrence and/or continuance of an Event of Default or a Potential Event      of Default and/or the acceleration of repayment of the Loan under Clause      14; and                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (e)    | in      respect of any tax (other than tax on its overall net income imposed by a      taxing jurisdiction in which such Lender is organized, holds or books the      Loan or has a principal place of business) for which such Lender is liable      in any jurisdiction directly in connection with any amount paid or payable      to such Lender under any Finance Document.                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                         |

----

| 16.2   | Breakage      costs.  Without limiting its generality, Clause 16.1      covers any liability, expense or actual loss incurred by a      Lender:                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (a)    | in      liquidating or employing deposits from third parties acquired or arranged      to fund or maintain all or any part of the Loan and/or any overdue amount      (or an aggregate amount which includes the Loan or any overdue amount);      and                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (b)    | in      terminating, or otherwise in connection with, any interest and/or currency      swap or any other transaction entered into (whether with another legal      entity or with another office or department of such Lender) to hedge any      exposure arising under this Agreement or that part which such Lender      determines is fairly attributable to this Agreement of the amount of the      liabilities, expenses or losses incurred by it in terminating, or      otherwise in connection with, a number of transactions of which this      Agreement is one.          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | It      is understood and agreed that unless an Event of Default has occurred and      is continuing any gain realized by a Lender under Clause 16.2(b) shall be      for credit against the amount then due from the Borrower to such      Lender.                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 16.3   | Miscellaneous      indemnities.  The Borrower shall fully indemnify each      Credit Party in respect of all claims, demands, proceedings, liabilities,      taxes, losses and expenses of every kind (“liability items”) which      may be made or brought against, or incurred by, such Credit Party, in any      country, in relation to:                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (a)    | any      action taken, or omitted or neglected to be taken, under or in connection      with any Finance Document by such Credit Party or by any receiver      appointed under a Finance Document;                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (b)    | any      other event, matter or question which occurs or arises at any time during      the Security Period and which has any connection with any payment or other      transaction relating to a Finance Document or any asset covered (or      previously covered) by a Security Interest created (or intended to be      created) by a Finance Document;                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | other      than liability items which are shown to have been caused by the gross      negligence or willful misconduct of such Credit Party’s own officers or      employees.                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 16.4   | Other      indemnities.  The Borrower further agrees to fully      indemnify each Credit Party on any such Credit Party’s first demand in      respect of all reasonable expenses, liabilities and losses which are      incurred by such Credit Party, or which such Credit Party reasonably and      with due diligence estimates that it will incur, as a result of or in      connection with the enforcement (whether through negotiations, legal      proceedings or otherwise) of the Finance Documents and any other document      to be delivered hereunder. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 16.5   | Currency      indemnity.  If any sum due from an Obligor to any Credit      Party under a Finance Document or under any order or judgment relating to      a Finance Document has to be converted from the currency in which the      Finance Document provided for the sum to be paid (the “Contractual Currency”)      into another currency (the “Payment Currency”) for      the purpose of:                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (a)    | making      or lodging any claim or proof against such Obligor, whether in its      liquidation, any arrangement involving it or otherwise;  or                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

----

| (b)    | obtaining      an order or judgment from any court or other tribunal;  or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (c)    | enforcing      any such order or judgment,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | such      Obligor shall indemnify such Credit Party against the loss arising when      the amount of the payment actually received by such Credit Party is      converted at the available rate of exchange into the Contractual      Currency.                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | In      this Clause 16.5, the “available rate of      exchange” means the rate at which the Credit Party concerned is      able at the opening of business (London time) on the Business Day after it      receives the sum concerned to purchase the Contractual Currency with the      Payment Currency.                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | This      Clause 16.5 creates a separate liability of the Borrower which is distinct      from its other liabilities under the Finance Documents and which shall not      be merged in any judgment or order relating to those other      liabilities.                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 16.6   | Increased      costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (a)    | Except      as to taxes, levies, imposts, deductions, charges, withholdings or      liabilities with respect thereto (it being understood that the Borrower      shall not have any liability for any taxes, levies, imposts, deductions,      charges, withholdings or liabilities with respect thereto, except as      provided in Clauses 15.4, 16.1, 16.3, 16.4 or 17), if due to      either:                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | the      introduction of or any change in or in the interpretation of any law or      regulation; or |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | the      compliance by any Lender with any guideline or request from any central      bank or other governmental authority, |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
|   | in      any case introduced, changed, interpreted or requested after the date      hereof (whether or not having the force of law),                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | there      shall be:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | (x)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | imposed,      modified or deemed applicable any reserve, special deposit or similar      requirement against assets held by, or deposits in or for the account of,      any Lender; or |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
|   | (y)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | imposed      on any Lender any other condition relating to this Agreement or the      Advance made by it, |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
|   | and      the result of any event referred to in clause (x) or (y) shall be to      increase the cost to such Lender of agreeing to make or making, funding or      maintaining an Advance, then the Borrower shall from time to time, upon      demand by such Lender (with a copy of such demand to the Agent) made      within 60 days after the first date on which such Lender has actual      knowledge that it is entitled to make demand for payment under this Clause      16.6(a), pay to the Agent for the account of such Lender additional      amounts sufficient to compensate such Lender for such increased cost;      provided      that: |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
|   | (A)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | if      such Lender fails to so notify the Borrower within such 60-day period,      such increased cost shall commence accruing on such later date on which      the Lender notifies the Borrower;and |

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|   | (B)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | before      making any such demand, such Lender agrees to use its best efforts      (consistent with its internal policy and legal and regulatory      restrictions) to designate a different Lending Office if the making of      such a designation would avoid the need for, or reduce the amount of, such      increased cost and would not, in the reasonable judgment of such Lender,      be otherwise disadvantageous to such Lender. |
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | Any      Lender, upon determining that additional amounts sufficient to compensate      it for such increased cost are payable by the Borrower pursuant to this      Clause 16.6(a), will give prompt written notice thereof to the Borrower      and the Agent, which notice shall include a certificate submitted to the      Borrower and the Agent by such Lender setting forth in reasonable detail      the basis for and the calculation of such increased cost (such certificate      as to the amount of such increased cost, submitted to the Borrower and the      Agent by such Lender shall be conclusive and binding for all purposes,      absent manifest error), although the failure to give any such notice shall      not release or diminish the Borrower’s obligation to pay such increased      cost pursuant to this Clause 16.6(a).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (b)    | If      a Lender determines that compliance with any law or regulation or any      guideline or request from any central bank or other governmental or      monetary authority in regard to capital adequacy (whether or not having      the force of law) including, without limitation, any guideline      contemplated by the report dated July 1988 entitled “International      Convergence of Capital Management and Capital Standards” issued by the      Bank Committee on Banking Regulations and Supervisory Practices, in any      case in which such law, regulation, guideline or request became effective      or was made after the date hereof, has or would have the effect of      reducing the rate of return on the capital of, or maintained by, such      Lender or any company controlling such Lender as a consequence of such      Lender making its Ratable Portion of any Advance or Commitment hereunder      and other commitments of this type, by increasing the amount of capital      required or expected to be maintained by such Lender or any company      controlling such Lender, to a level below that which such Lender or any      company controlling such Lender could have achieved but for such adoption,      effectiveness, change or compliance (taking into account such Lender’s or      such company’s policies with respect to capital adequacy) then the      Borrower shall, from time to time, pay such Lender, upon demand by such      Lender made within 60 days after the first date on which such Lender has      actual knowledge that it is entitled to make demand for payment under this      Clause 16.6(b) of such reduction in return, such additional amount as may      be specified by such Lender as being sufficient to compensate such Lender      for such reduction in return, to the extent that such Lender reasonably      determines such reduction to be attributable to the existence of such      Lender’s commitment to lend hereunder; provided that if such      Lender fails to so notify the Borrower within such 60-day period, such      amounts shall commence accruing on such later date on which such Lender      notifies the Borrower.  A certificate submitted to the Borrower      and the Agent by such Lender setting forth in reasonable detail the basis      for and the calculation of such additional amount shall be conclusive and      binding for all purposes, absent manifest error. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 17     | NO      SET-OFF OR TAX DEDUCTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 17.1   | No      deductions.  All amounts due from an Obligor under a      Finance Document shall be paid:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (a)    | without      any form of set-off, cross-claim or condition; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

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| (b)    | free      and clear of any tax deduction except a tax deduction which such Obligor      is required by law to make.                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 17.2   | Grossing-up for      taxes.  If an Obligor is required by law to make a tax      deduction from any payment:                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (a)    | that      Obligor shall notify the Agent as soon as it becomes aware of the      requirement;                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (b)    | that      Obligor shall pay the tax deducted to the appropriate taxation authority      promptly, and in any event before any fine or penalty    arises;                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (c)    | the      amount due in respect of the payment shall be increased by the amount      necessary to ensure that each of the Lenders receives and retains (free      from any liability relating to the tax deduction) a net amount which,      after the tax deduction, is equal to the full amount which it would      otherwise have received.                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 17.3   | Evidence of payment of      taxes.  Within 30 days after making any tax deduction, an      Obligor shall deliver to the Agent documentary evidence satisfactory to      the Agent that the tax had been paid to the appropriate taxation      authority.                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 17.4   | Exclusion of tax on overall net      income.  In this Clause 17 “tax deduction” means      any deduction or withholding for or on account of any present or future      tax except tax on a Lender’s overall net income imposed by a taxing      jurisdiction in which such Lender is organized, holds or books the Loan or      has a principal place of business.                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 18     | ILLEGALITY,      ETC                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 18.1   | Illegality.  This      Clause 18 applies if a Lender notifies the Borrower that it has become, or      will with effect from a specified date, become:                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (a)    | unlawful      or prohibited as a result of the introduction of a new law, an amendment      to an existing law or a change in the manner in which an existing law is      or will be interpreted or applied; or                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (b)    | contrary      to, or inconsistent with, any regulation,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | for      such Lender to maintain or give effect to any of its obligations under      this Agreement in the manner contemplated by this    Agreement.                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 18.2   | Notification and effect of      illegality.  On a Lender notifying the Borrower under      Clause 18.1, such Lender’s obligation to make available its Commitment      shall terminate; and thereupon or, if later, on the date specified in such      Lender’s notice under Clause 18.1 as the date on which the notified event      would become effective, the Borrower shall prepay to such Lender that      portion of the Loan then due and payable to such Lender plus all amounts      otherwise payable under Clause 7. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 19     | ASSIGNMENTS      AND PARTICIPATIONS; CHANGES IN LENDING OFFICE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 19.1   | Assignment by Borrower or      Guarantors.  Except as permitted by Clause 10.2(b),      neither the Borrower or any of the Guarantors may, without the consent of      the Lenders (such consent not to be unreasonably  withheld):                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (a)    | transfer      any of its rights or obligations under any Finance Document;      or                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

----

| (b)    | enter      into any merger, de-merger or other reorganization, or carry out any other      act, as a result of which any of its rights or liabilities under any      Finance Document would vest in, or pass to, another  person.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 19.2   | Assignments by Lender;      Participations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (a)    | Each      Lender may at its own expense and without the consent of the Borrower      assign to a bank or other entity all or a portion of its rights and      obligations under this Agreement (including, without limitation, all or a      portion of its Commitment or the Advance(s) owing to it and the Notes held      by it (if any)), provided      that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | each      such assignment shall be of a uniform, and not a varying, percentage of      all rights and obligations under this Agreement; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | the      amount of the Commitment of the assigning Lender being assigned pursuant      to each such assignment (determined as of the date of the Assignment and      Acceptance with respect to such assignment) shall in no event be less than      $5,000,000 and shall be an integral multiple of $1,000,000 in excess      thereof, or shall be an assignment to another Lender or an assignment of      all of the assigning Lender’s rights and obligations hereunder and under      the Notes held by such Lender; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | each      such assignment shall be to (x) another Lender or a financial Affiliate of      the assigning Lender or (y) to an Eligible Assignee; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|   | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | at      the time of such assignment, no such assignment shall, without the consent      of the Borrower, result in increased liability to the Borrower under this      Agreement; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|   | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | the      parties to each such assignment shall execute and deliver to the Agent,      for its acceptance and recording in the Register, an Assignment and      Acceptance, together with the Notes (if any) subject to such assignment      and a processing and recordation fee of $3,000 from the      assignee. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|   | Upon      such execution, delivery, acceptance and recording, from and after the      effective date specified in each Assignment and Acceptance, (x) the      assignee thereunder shall be a party hereto and, to the extent that rights      and obligations hereunder have been assigned to it pursuant to such      Assignment and Acceptance, have the rights and obligations of a Lender      hereunder and (y) the Lender assignor thereunder shall, to the extent that      rights and obligations hereunder have been assigned by it pursuant to such      Assignment and Acceptance, relinquish its rights and be released from its      further obligations under this Agreement (and, in the case of an      Assignment and Acceptance covering all or the remaining portion of an      assigning Lender’s rights and obligations under this Agreement, such      Lender shall cease to be a party hereto). |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (b)    | By      executing and delivering an Assignment and Acceptance, the Lender assignor      thereunder and the assignee thereunder confirm to and agree with each      other and the other parties hereto as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | other      than as provided in such Assignment and Acceptance, such assigning Lender      makes no representation or warranty and assumes no responsibility with      respect to any statements, warranties or representations made in or in      connection with this Agreement or the execution, legality, validity,      enforceability, genuineness, sufficiency or value of this Agreement or any      other instrument or document furnished pursuant  hereto; |

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|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | such      assigning Lender makes no representation or warranty and assumes no      responsibility with respect to the financial condition of any Obligor or      the performance or observance by any Obligor of any of their obligations      under this Agreement, any other Finance Document or any other instrument      or document furnished pursuant hereto or thereto; |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                           |
|   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | such      assignee confirms that it has received a copy of this Agreement, together      with copies of the financial statements referred to in Clauses 9.9 and      10.1(f) and such other documents and information as it has deemed      appropriate to make its own credit analysis and decision to enter into      such Assignment and Acceptance;                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                           |
|   | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | such      assignee will, independently and without reliance upon the Agent, such      assigning Lender or any other Lender and based on such documents and      information as it shall deem appropriate at the time, continue to make its      own credit decisions in taking or not taking action under this      Agreement;                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                           |
|   | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | such      assignee confirms that it is an Eligible Assignee or another Lender or a      financial Affiliate of the assigning Lender;                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                           |
|   | (vi)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | such      assignee appoints and authorizes the Agent to take such action as agent on      its behalf and to exercise such powers under this Agreement as are      delegated to the Agent by the terms hereof, together with such powers as      are reasonably incidental thereto;                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                           |
|   | (vii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | such      assignee agrees that it will perform in accordance with their terms all of      the obligations which by the terms of this Agreement are required to be      performed by it as a Lender; and                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                           |
|   | (viii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | such      assigning Lender and such assignee represent and warrant that such      assignment is not in violation of any applicable laws, including      securities laws.                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                           |
| (c)    | The      Agent shall maintain at its address referred to in Clause 21.2 a copy of      each Assignment and Acceptance delivered to and accepted by it and a      register for the recordation of the names and addresses of the Lenders and      the Commitment of, and principal amount of the Advances owing to, each      Lender from time to time (the “Register”).  The      entries in the Register shall be conclusive and binding for all purposes,      absent manifest error, and the Borrower, the Agent, and the Lenders may      treat each person whose name is recorded in the Register as a Lender      hereunder for all purposes of this Agreement.  The Register      shall be available for inspection by the Borrower or any Lender at any      reasonable time and from time to time upon reasonable prior      notice. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (d)    | Upon      its receipt of an Assignment and Acceptance executed by an assigning      Lender and an assignee, the Agent shall, if such Assignment and Acceptance      has been completed and is in substantially the form of Schedule 4 hereto,      (i) accept such Assignment and Acceptance, (ii) record the information      contained therein in the Register and (iii) give prompt notice thereof to      the Borrower.                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (e)    | Each      Lender may, at is own expense, without the Borrower’s consent, sell      participations to one or more banks or other entities in or to all or a      portion of its rights and obligations under this Agreement (including      without limitation, all or a portion of its Commitment and the Advance(s)      owing to it); provided      that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

----

|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | such      Lender’s obligations under this Agreement (including, without limitation,      its Commitment to the Borrower hereunder) shall remain      unchanged;                                                 |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                  |
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | such      Lender shall remain solely responsible to the other parties hereto for the      performance of such obligations;                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                  |
|   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | such      Lender shall remain the Lender for all purposes of this      Agreement;                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                  |
|   | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | the      Borrower, the Agent and the other Lenders shall continue to deal solely      and directly with such Lender in connection with such Lender’s rights and      obligations under this Agreement; and      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                  |
|   | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | no      participant under any such participation shall have any right to approve      any amendment or waiver of any provision of any Finance Document, or any      consent to any departure by an Obligor therefrom. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                  |
| (f)    | Notwithstanding      any other provision set forth in this Agreement, any Lender may, at its      own expense, at any time create a security interest in all or any portion      of its rights under this Agreement (including, without limitation, the      Advances owing to it and the Notes held by it) in favor of any Federal      Reserve Bank in accordance with Regulation A of the Board of Governors of      the Federal Reserve System.                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 19.3   | Rights of      assignee.  In respect of any breach of a warranty,      undertaking, condition or other provision of a Finance Document, or any      misrepresentation made in or in connection with a Finance Document, a      direct or indirect assignee of any of a Lender’s rights or interests under      or by virtue of the Finance Documents shall be entitled to recover damages      by reference to the loss incurred by that assignee as a result of the      breach or misrepresentation irrespective of whether the Lender would have      incurred a loss of that kind or amount. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 19.4   | Subrogation      assignment.  A Lender may assign, in any manner and on      terms agreed by it, all or any part of those rights to an insurer or      surety who has become subrogated to them.                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 19.5   | Disclosure of      information.  The Lenders may disclose to a potential      assignee or sub-participant any information which the Lenders have      received in relation to the Obligors or their respective affairs under or      in connection with any Finance Document, provided that if the      information is clearly of a confidential nature the potential assignee or      sub-participant shall enter into a confidentiality    agreement.                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 19.6   | Change of Lending      Office.  Except as otherwise permitted under Clause 16.6,      a Lender may change its Lending Office by giving notice to the Borrower      and the change shall become effective on the later of:                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (a)    | the      date on which the Borrower receives the notice; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (b)    | the      date, if any, specified in the notice as the date on which the change will      come into effect;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | provided that such      change in Lending Office does not increase the Borrower’s costs under this      Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |

----

| 20     | VARIATIONS      AND WAIVERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 20.1   | Variations, waivers      etc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| (a)    | A      document shall be effective to vary, waive, suspend or limit any provision      of a Finance Document, or a Credit Party’s rights or remedies under such a      provision or the general law, only if the document is signed, or      specifically agreed to by fax, by the relevant Obligor(s) and the relevant      Credit Party.                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| (b)    | Except      as otherwise provided in this Agreement, this Agreement or any term hereof      may be amended, modified, waived, discharged or terminated only by an      instrument in writing, signed by the Majority Lenders or by the Agent      acting with the consent of the Majority Lenders.                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| (c)    | Notwithstanding      the provisions of Clause 20.1(b), no amendment, modification or waiver      shall, unless by an instrument signed by all the Lenders or by the Agent      acting with the consent of all the Lenders (so long as this Agreement      remains in effect or there are any Designated Transactions      continuing):                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | increase      the Commitment of any Lender, or increase or extend the term, or extend      the time or waive any requirement for the reduction or termination, of any      Advance; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | extend      the date fixed for the payment of principal or interest of any      Advance; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | reduce      the amount of any payment of principal in respect of any Advance or the      rate at which interest is payable thereon or any fee is payable      hereunder; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | alter      the terms of this Clause 20; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | release      any Collateral, except as contemplated in this Agreement or by a Finance      Document; or |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | (vi)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | change      the definition of the term “Majority Lenders”; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | provided that (x) any      amendment of Clause 26 shall require the written consent of the Agent and      the Security Trustee and (y) the Borrower shall have the right      to replace any Lender that refuses to consent to any amendments,      modifications or waivers requested by the Borrower under this Clause      20.1(c) and approved by the Majority Lenders with an Eligible Assignee      (and in such case the Agent may execute an Assignment and Acceptance on      behalf of a Lender which is being so replaced by an Eligible      Assignee). |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 20.2   | Exclusion of other or implied      variations.  Except for a document which satisfies the      requirements of Clause 20.1, no document, and no act, course of conduct,      failure or neglect to act, delay or acquiescence on the part of a Credit      Party (or any person acting on its behalf) shall result in such Credit      Party (or any person acting on its behalf) being taken to have varied,      waived, suspended or limited, or being precluded (permanently or      temporarily) from enforcing, relying on or exercising:           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| (a)    | a      provision of this Agreement or another Finance Document;  or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |

----

| (b)    | an      Event of Default or Potential Event of Default; or                                                                                                                                                                                                                                                                                                                                                                                                               |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (c)    | a      breach by an Obligor of an obligation under a Finance Document or the      general law; or                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (d)    | any      right or remedy conferred by any Finance Document or by the general      law;                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | and      there shall not be implied into any Finance Document any term or condition      requiring any such provision to be enforced, or such right or remedy to be      exercised, within a certain or reasonable time.                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 21     | NOTICES                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 21.1   | General.  Unless      otherwise specifically provided, any notice under or in connection with      any Finance Document shall be given by personal delivery or by registered      mail (with a copy by facsimile transmission or email sent the same day) or      by facsimile transmission; and references in the Finance Documents to      written notices, notices in writing and notices signed by particular      persons shall be construed accordingly. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 21.2   | Addresses for      communications.  A notice shall be  sent:                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (a)    | to      the Borrower or any Guarantor:                                                                                                                                                                                                                                                                                                                                                                                                                                   | Omega      Building |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | 80      Kifissias Avenue |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | 151      25 Maroussi |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | Athens,      Greece |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | Attention:      Chief Financial Officer |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | Fax      No.: +30-210-614-0284 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | with      a copy to: |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | Seward      & Kissel LLP |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | One      Battery Park |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | New      York, New York 10004 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | Attention:      Gary Wolfe, Esq. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | Fax      No.: +212-480-8421 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |
| (b)    | to      the Agent or the Security Trustee:                                                                                                                                                                                                                                                                                                                                                                                                                               | Nordea      Bank Finland PLC, New York Branch |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | 437      Madison Avenue |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | New      York, New York 10022 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | Attention:      Loan Administration |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | Fax      No.: +212-750-9188 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
| (c)    | to      any Lender:                                                                                                                                                                                                                                                                                                                                                                                                                                                      | at      its address listed on Schedule 1 hereto, |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   | or      to such other address or addresses as each party may notify the      other.                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 21.3   | Effective date of      notices.  Subject to Clauses 21.4 and    21.5:                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (a)    | a      notice which is delivered personally shall be deemed to be served, and      shall take effect, at the time when it is delivered;                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (b)    | a      notice which is sent by post shall be deemed to be served, and shall take      effect, three (3) days after the date of posting; and                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

----

| (c)    | a      notice which is sent by facsimile transmission shall be deemed to be      served, and shall take effect, two (2) hours after its successful      transmission is completed.                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 21.4   | Service outside business      hours.  However, if under Clause 21.3 a notice would be      deemed to be served:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (a)    | on      a day which is not a Business Day in the place of receipt;    or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (b)    | on      such a Business Day, but after 5:00 p.m. local time;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | the      notice shall (subject to Clause 21.5) be deemed to be served, and shall      take effect, at 9:00 a.m. on the next day which is such a Business      Day.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 21.5   | Illegible      notices.  Clauses 21.3 and 21.4 do not apply if the      recipient of a notice notifies the sender within one (1) hour after the      time at which the notice would otherwise be deemed to be served that the      notice has been received in a form which is illegible in a material      respect.                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 21.6   | Valid      notices.  A notice under or in connection with a Finance      Document shall not be invalid by reason that its contents or the manner of      serving it do not comply with the requirements of this Agreement or, where      appropriate, any other Finance Document under which it is served      if:                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (a)    | the      failure to serve it in accordance with the requirements of this Agreement      or other Finance Document, as the case may be, has not caused any party to      suffer any significant loss or prejudice; or                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (b)    | in      the case of incorrect and/or incomplete contents, it should have been      reasonably clear to the party on which the notice was served what the      correct or missing particulars should have been.                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 21.7   | English      language.  Any notice under or in connection with a      Finance Document shall be in English.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 21.8   | Meaning of      “notice”.  In this Clause “notice” includes any demand,      consent, authorization, approval, instruction, waiver or other      communication.                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 22     | POSITION      OF THE LENDERS AND THE SWAP BANK                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 22.1   | Interests of Credit Parties      several.  The rights of the Credit Parties under this      Agreement are several.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 22.2   | Individual Credit Parties’      right of action.  Each Lender and the Swap Bank shall be      entitled to sue for any amount which has become due and payable by the      Borrower to it under this Agreement, the Master Agreement or any other      Finance Document without joining the Agent, the Security Trustee or any      other Credit Party as additional parties in the proceedings, provided that neither      the Swap Bank nor any Lender may commence proceedings against the Borrower      or any other Obligor in connection with a Finance Document without the      prior consent of the Majority Lenders. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 22.3   | Obligations of Credit Parties      several.  The obligations of the Lenders and the Swap      Bank under this Agreement are several, and a failure of a Lender or the      Swap Bank to perform its obligations under this Agreement shall not result      in:                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

----

| (a)    | the      obligations of the other Lenders or the Swap Bank being increased;      or                                                                                                                                                                                                                                                                                                                      |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                     |
| (b)    | the      Borrower, any other Obligor, any other Lender or the Swap Bank being      discharged (in whole or in part) from its obligations under any Finance      Document;                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | and      in no circumstances shall a Lender or the Swap Bank have any      responsibility for a failure of another Lender or the Swap Bank (as the      case may be) to perform its obligations under this    Agreement.                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                     |
| 22.4   | Swap      Subordination.  At all times during the Security Period,      the Swap Bank agrees that its rights under the Master Agreement      (including, without limitation, any right of repayment) shall be subject      and subordinate to the rights of the Lenders under this Agreement and the      other Finance Documents.                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                     |
| 23     | SUPPLEMENTAL;      SUBORDINATION OF OBLIGORS                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                     |
| 23.1   | Rights cumulative,      non-exclusive.  The rights and remedies which the Finance      Documents give to the Credit Parties:                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                     |
| (a)    | are      cumulative;                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                     |
| (b)    | may      be exercised as often as appears expedient; and                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                     |
| (c)    | shall      not, unless a Finance Document explicitly and specifically states so, be      taken to exclude or limit any right or remedy conferred by any      law.                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                     |
| 23.2   | Severability of      provisions.  If any provision of a Finance Document is or      subsequently becomes void, unenforceable or illegal, that shall not affect      the validity, enforceability or legality of the other provisions of that      Finance Document or of the provisions of any other Finance      Document.                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                     |
| 23.3   | Counterparts.  This      Agreement and any other Finance Document may be executed in any number of      counterparts.                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                     |
| 23.4   | Binding      Effect.  This Agreement shall become effective on the      Effective Date and thereafter shall be binding upon and inure to the      benefit of each of the parties hereto and their respective successors and      assigns, except that the Borrower shall not have the right to assign its      rights hereunder or any interest herein except as provided in Clause      19.1. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                     |
| 23.5   | Subordination of      Obligors.  Subject to Clause 23.6, during the Security      Period, no Obligor shall:                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                     |
| (a)    | claim      by way of any legal or administrative action any amount which may be due      to it from another Obligor whether in respect of a payment made, or matter      arising out of, this Agreement or the other Finance Documents, or any      matter unconnected with this Agreement or the other Finance Documents;      or                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                     |
| (b)    | take      or enforce any form of security from another Obligor for such an amount,      or in any other way seek to have recourse in respect of such an amount      against any asset of another Obligor; or                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                     |
| (c)    | set      off such an amount against any sum due from it to another Obligor;      or                                                                                                                                                                                                                                                                                                                      |

----

| (d)    | prove      or claim for such an amount in any liquidation, administration,      arrangement or similar procedure involving another Obligor;    or                                                                                                                                                                                                                                                                                                     |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (e)    | exercise      or assert any combination of the foregoing.                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 23.6   | Required      action.  If during the Security Period, the Agent, by      notice to an Obligor, requires it to take any action referred to in      paragraphs (a) to (d) of Clause 23.5, in relation to any other Obligor,      that Obligor shall take that action as soon as practicable after receiving      the Agent’s notice.                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 24     | UPSIZE      OPTION                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 24.1   | Upsize      option.  Subject to the following conditions, from time to time during the period      between the Effective Date and September 18, 2010 the Borrower may by      notice to the Agent, without the consent of the Lenders, increase the      available Commitments in respect of the Tranche B Loan by      either:                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (a)    | causing one or more banks or      financial institutions to become a Lender hereunder (with all the rights      and obligations of a Lender attendant thereto) in respect of the Tranche B      Loan (in which case such bank or financial institution shall execute such      agreement as the Agent shall deem appropriate to cause such bank or      financial institution to accede to the rights and obligations of a Lender      hereunder); or |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (b)    | agreeing with one or more Lenders,      in each such Lender’s sole discretion, to increase such Lender’s      Commitment in respect of the Tranche B Loan.                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 24.2   | Limitations on      upsize option. The conditions      referred to in Clause 24.1 are that:                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (a)    | the      aggregate of all increases of the available Commitments in      respect of the Tranche B Loan shall not exceed      $50,000,000;                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (b)    | no      new Commitment (in the case of a new Lender) and no increased Commitment      (in the case of an existing Lender) shall be less than $10,000,000      (measured individually);                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (c)    | the      Borrower and/or the Guarantors shall provide such additional Collateral as      may be acceptable to the Agent in its sole reasonable discretion (acting      upon the instruction of the Majority Lenders) in an amount not less than      200% of each Commitment increase; and                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (d)    | the      Obligors and the Credit Parties (including any new Lender) shall execute      and deliver an amendment, or an amendment and restatement, of this      Agreement and such others of the Finance Documents as the Majority Lenders      shall deem appropriate, any such amendment or amendment and restatement to      be in form and substance satisfactory to the Majority    Lenders.                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 25     | EFFECTIVENESS      OF THIS AGREEMENT                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 25.1   | Conditions precedent to      effectiveness.  The amendment and restatement of the      Original Loan Agreement pursuant hereto shall become effective on and as      of the first date (the “Effective Date”) on      which all of the following conditions shall have been      satisfied:                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (a)    | The      Agent shall have received:                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                   | an      original of this Agreement duly executed by the parties      hereto; |

----

|   | (ii)                                                                                                                                                                                                                                                                                         | in      respect of each Obligor, documents of the kind specified in Schedule 3,      Part A, paragraphs 2, 3, 4, 5 and 6, updated with appropriate      modifications, each to be in form and substance satisfactory to the      Agent;                                                                                                                                |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                   |
|   | (iii)                                                                                                                                                                                                                                                                                        | a      duly executed original of an addendum to the Mortgage in respect of each      of the Marshall Islands registered AUGUSTA, HELENA, LANSING, PIERRE and      RICHMOND, each such addendum to be in form and substance satisfactory to      the Agent;                                                                                                             |
|   |                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                   |
|   | (iv)                                                                                                                                                                                                                                                                                         | a      duly executed original of each Second Statutory Mortgage in respect of      each of the Cypriot registered AUSTIN and TRENTON, each such Second      Statutory Mortgage to be in form and substance satisfactory to the      Agent;                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                   |
|   | (v)                                                                                                                                                                                                                                                                                          | documentary      evidence that the relevant Mortgage addendum has been duly recorded      according to the laws of the Republic of The Marshall Islands against each      of the AUGUSTA, HELENA, LANSING, PIERRE and RICHMOND;                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                   |
|   | (vi)                                                                                                                                                                                                                                                                                         | documentary      evidence that the relevant Second Statutory Mortgage has been duly      recorded according to the laws of the Republic of Cyprus against each of      the AUSTIN and TRENTON;                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                   |
|   | (vii)                                                                                                                                                                                                                                                                                        | any      consents, agreements and other documents in connection with this Agreement      and the Finance Documents which the Agent may request by notice to the      Obligors prior to the Effective Date, including, without limitation, a      certificate of the president or secretary of each Intermediate Holding      Company dated the date of this Agreement: |
|   |                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                         | (1)                                                                                                                                                                                                                                                                                                                                                                    | as      to (a) there being no amendments to its constitutional documents since the      date such documents were delivered previously to the Agent, (b) the      absence of any proceedings for the dissolution or liquidation of such      party, (c) the veracity of the representations and warranties contained in      the Share Pledge made by such party, (d) the absence of any material      misstatement of fact in any information provided by such party to the      Agent and that such information did not omit to state any material fact      necessary to make statements therein, in light of the circumstances under      which they were made, not misleading, and (e) the absence of a Potential      Event of Default or an Event of Default; and |
|   |                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                   |   |
|   |                                                                                                                                                                                                                                                                                         | (2)                                                                                                                                                                                                                                                                                                                                                                    | acknowledging      this Agreement and confirming that such party’s Share Pledge remains in      full force and effect; |
|   |                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                   |   |
|   | (viii)                                                                                                                                                                                                                                                                                       | a      favorable opinion of Seward & Kissel LLP, special New York, Marshall      Islands and Liberian counsel to the Obligors, in form, scope and substance      satisfactory to the Credit Parties; and                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                   |
|   | (ix)                                                                                                                                                                                                                                                                                         | a      favorable opinion of each of special Cypriot and Maltese counsel to the      Credit Parties, in form, scope and substance satisfactory to the Credit      Parties.                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                   |
| (b)    | No      Event of Default or Potential Event of Default shall have occurred and be      continuing and there shall have been no material adverse change in the      financial condition, operations or business prospects of the Obligors      since the date of the Original Loan Agreement. |
|   |                                                                                                                                                                                                                                                                                         |

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| 25.2   | Amendment and Restatement of      Original Loan Agreement.  With effect on and from the      Effective Date, the Original Loan Agreement shall be, and shall be deemed      by this Agreement to have been, amended and restated upon the terms and      conditions stated herein and, as so amended and restated, the Original      Loan Agreement shall continue to be binding on each of the parties to it      in accordance with its terms as so amended andrestated. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 25.3   | Amendments to Finance      Documents.  With effect on and from the Effective Date      each of the Finance Documents (other than this Agreement and any Second      Statutory Mortgage) shall be, and shall be deemed by this Agreement to      have been, amended as follows:                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (a)    | the      definition of, and references throughout each of the Finance Documents to,      the Loan Agreement and any of the other Finance Documents shall be      construed as if the same referred to the Loan Agreement and those Finance      Documents as amended and restated or supplemented by this Agreement;      and                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (b)    | by      construing references throughout each of the Finance Documents to “this      Agreement”, “hereunder” and other like expressions as if the same referred      to such Finance Documents as amended and supplemented by this      Agreement.                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 25.4   | Finance Documents to remain in      full force and effect.  Except as amended hereby, all      terms and conditions of each of the Finance Documents shall remain in full      force and effect and are hereby ratified and confirmed in all      respects.  Without limiting the foregoing, each of the      Guarantors acknowledges and agrees that the Guarantee remains in full      force and effect.                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 26     | THE      AGENT AND THE SECURITY TRUSTEE                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 26.1   | Appointment and      Granting.                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (a)    | The      Agent.  Each Lender irrevocably appoints and authorizes      the Agent to act as its agent hereunder and under any of the other Finance      Documents with such powers as are specifically delegated to the Agent by      the terms of this Agreement and of any of the other Finance Documents,      together with such other powers as are reasonably incidental      thereto.                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (b)    | The Security      Trustee.                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Authorization of Security      Trustee.  Each of the Lenders, the Swap Bank and the      Agent irrevocably appoints and authorizes the Security Trustee to act as      security trustee hereunder and under the other Finance Documents (other      than the Notes) with such powers as are specifically delegated to the      Security Trustee by the terms of this Agreement and such other Finance      Documents, together with such other powers as are reasonably incidental      thereto. |

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|   |                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                     | Granting      Clause.  To secure the payment of all sums of money from      time to time owing to the Lenders or the Swap Bank under this Agreement,      the Notes and the other Finance Documents in the maximum principal amount      of $409,500,000 plus accrued interest thereon and all other amounts owing      to the Lenders, the Swap Bank the Agent or the Security Trustee pursuant      to this Agreement, the Notes and the other Finance Documents, and the      performance of the covenants of the Borrower and any other Obligor herein      and therein contained, and in consideration of the premises and of the      covenants herein contained and of the extensions of credit by the Lenders,      the Security Trustee does hereby declare that it will hold as such trustee      in trust for the benefit of the Lenders, the Swap Bank and the Agent, from      and after the execution and delivery thereof, all of its right, title and      interest as mortgagee in, to and under each Mortgage and its right, title      and interest as assignee and secured party under the other Finance      Documents (the right, title and interest of the Security Trustee in and to      the property, rights and privileges described above, from and after the      execution and delivery thereof, and all property hereafter specifically      subjected to the lien of the indenture created hereby and by the Finance      Documents by any amendment hereto or thereto are herein collectively      called the “Estate”); TO HAVE AND TO      HOLD the Estate unto the Security Trustee and its successors and assigns      forever BUT IN TRUST, NEVERTHELESS, for the equal and proportionate      benefit and security of the Lenders, the Swap Bank and the Agent and their      respective successors and assigns without any priority of any one over any      other (except as provided in Clause 13.1 of this Agreement), UPON THE      CONDITION that, unless and until an Event of Default under this Agreement      shall have occurred and be continuing, each of the Obligors shall be      permitted, to the exclusion of the Security Trustee, to possess and use      the Ships.  IT IS HEREBY COVENANTED, DECLARED AND AGREED that      all property subject or to become subject hereto is to be held, subject to      the further covenants, conditions, uses and trusts hereinafter set forth,      and each Obligor, for itself and its respective successors and assigns,      hereby covenants and agrees to and with the Security Trustee and its      successors in said trust, for the equal and proportionate benefit and      security of the Lenders, the Swap Bank and the Agent as hereinafter set      forth. |
|   |                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | (iii)                                                                                                                                                                                                                                                                                                                                                                                    | Acceptance of      Trusts.  The Security Trustee hereby accepts the trusts      imposed upon it as Security Trustee by this Agreement, and the Security      Trustee covenants and agrees to perform the same as herein expressed and      agrees to receive and disburse all monies constituting part of the Estate      in accordance with the terms hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 26.2   | Scope of      Duties.  Neither the Agent nor the Security Trustee      (which terms as used in this sentence and in Clause 26.5 hereof shall      include reference to their respective affiliates and their own respective      and their respective affiliates’ officers, directors, employees, agents      and attorneys-in-fact):                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                     |
| (a)    | shall      have any duties or responsibilities except those expressly set forth in      this Agreement and in any of the Finance Documents, and shall not by      reason of this Agreement or any of the Finance Documents be (except, with      respect to the Security Trustee, as specifically stated to the contrary in      this Agreement) a trustee for a Lender or the SwapBank; |
|   |                                                                                                                                                                                                                                                                                                                                                                                     |

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| (b)    | shall      be responsible to the Lenders or the Swap Bank for any recitals,      statements, representations or warranties contained in this Agreement or      in any of the Finance Documents, or in any certificate or other document      referred to or provided for in, or received by any of them under, this      Agreement or any of the Finance Documents, or for the value, validity,      effectiveness, genuineness, enforceability or sufficiency of this      Agreement or any of the Finance Documents or any other document referred      to or provided for herein or therein or for any failure by any Obligor or      any other person to perform any of its obligations hereunder or thereunder      or for the location, condition or value of any property covered by any      lien under any of the Finance Documents or for the creation, perfection or      priority of any such lien;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (c)    | shall      be required to initiate or conduct any litigation or collection      proceedings hereunder or under any of the Finance Documents unless      expressly instructed to do so in writing by the Majority Lenders;      or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (d)    | shall      be responsible for any action taken or omitted to be taken by it hereunder      or under any of the Finance Documents or under any other document or      instrument referred to or provided for herein or therein or in connection      herewith or therewith, except for its own gross negligence or willful      misconduct.  Each of the Security Trustee and the Agent may      employ agents and attorneys-in-fact and neither the Security Trustee nor      the Agent shall be responsible for the negligence or misconduct of any      such agents or attorneys-in-fact selected by it in good      faith.  Each of the Security Trustee and the Agent may deem and      treat the payee of a Note as the holder thereof for all purposes hereof      unless and until a written notice of the assignment or transfer thereof      shall have been filed with the Agent, together with the written consent of      the Borrower to such assignment or transfer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 26.3   | Reliance.  Each      of the Security Trustee and the Agent shall be entitled to rely upon any      certification, notice or other communication (including any thereof by      telephone, telex, telefacsimile, telegram or cable) believed by it to be      genuine and correct and to have been signed or sent by or on behalf of the      proper person or persons, and upon advice and statements of legal counsel,      independent accountants and other experts selected by the Security Trustee      or the Agent, as the case may be.  As to any matters not      expressly provided for by this Agreement or any of the Finance Documents,      each of the Security Trustee and the Agent shall in all cases be fully      protected in acting, or in refraining from acting, hereunder or thereunder      in accordance with instructions signed by the Majority Lenders, and such      instructions and any action taken or failure to act pursuant thereto shall      be binding on all of the Lenders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 26.4   | Knowledge.  Neither      the Security Trustee nor the Agent shall be deemed to have knowledge or      notice of the occurrence of a Potential Event of Default or Event of      Default (other than, in the case of the Agent, the non-payment of      principal of or interest on the Loan or any Advance) unless each of the      Security Trustee and the Agent has received notice from a Lender or any      Obligor specifying such Potential Event of Default or Event of Default and      stating that such notice is a “Notice of Default”.  If the Agent      receives such a notice of the occurrence of such Potential Event of      Default or Event of Default, the Agent shall give prompt notice thereof to      the Security Trustee and the Lenders (and shall give each Lender prompt      notice of each such non-payment).  Subject to Clause 26.8      hereof, the Security Trustee and the Agent shall take such action with      respect to such Potential Event of Default or Event of Default or other      event as shall be directed by the Majority Lenders, except that, unless      and until the Security Trustee and the Agent shall have received such      directions, each of the Security Trustee and the Agent may (but shall not      be obligated to) take such action, or refrain from taking such action,      with respect to such Potential Event of Default or Event of Default or      other event as it shall deem advisable in the best interest of the Lenders      and the Swap Bank. |

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| 26.5   | Security Trustee and Agent as      Lenders.  Each of the Security Trustee and the Agent (and      any successor acting as Security Trustee or Agent, as the case may be) in      its individual capacity as a Lender hereunder shall have the same rights      and powers hereunder as any other Lender and may exercise the same as      though it were not acting as the Security Trustee or the Agent, as the      case may be, and the term “Lender” or “Lenders” shall, unless the context      otherwise indicates, include each of the Security Trustee and the Agent in      their respective individual capacities.  Each of the Security      Trustee and the Agent (and any successor acting as Security Trustee and      Agent, as the case may be) and their respective affiliates may (without      having to account therefor to a Lender) accept deposits from, lend money      to and generally engage in any kind of banking, trust or other business      with any Obligor and any of its subsidiaries or affiliates as if it were      not acting as the Security Trustee or the Agent, as the case may be, and      each of the Security Trustee and the Agent and their respective affiliates      may accept fees and other consideration from such Obligor for services in      connection with this Agreement or otherwise without having to account for      the same to the Lenders.                                                                                                                                                                                                                                                                                                                                      |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 26.6   | Indemnification of Security      Trustee and Agent.  The Lenders agree to indemnify each      of the Agent and the Security Trustee (to the extent not reimbursed under      other provisions of this Agreement, but without limiting the obligations      of any Obligor under said other provisions, ratably in accordance with the      aggregate principal amount of each Lenders’ participation in the Loan),      for any and all liabilities, obligations, losses, damages, penalties,      actions, judgments, suits, costs, expenses or disbursements of any kind      and nature whatsoever which may be imposed on, incurred by or asserted      against the Security Trustee or the Agent in any way relating to or      arising out of this Agreement or any of the Finance Documents or any other      documents contemplated by or referred to herein or therein or the      transactions contemplated hereby (including, without limitation, the costs      and expenses which an Obligor is to pay hereunder, but excluding, unless      an Event of Default has occurred and is continuing, normal administrative      costs and expenses incident to the performance of their respective agency      duties hereunder) or the enforcement of any of the terms hereof or thereof      or of any such other documents, except that no Lender shall be liable for      any of the foregoing to the extent they arise from the gross negligence or      willful misconduct of the party to be indemnified.                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 26.7   | Reliance on Security Trustee or      Agent.  Each Lender and the Swap Bank agrees that it has,      independently and without reliance on the Security Trustee, the Agent or      any other Lender, and based on such documents and information as it has      deemed appropriate, made its own credit analysis of the Obligors and      decision to enter into this Agreement and that it will, independently and      without reliance upon the Security Trustee, the Agent or any other Lender,      and based on such documents and information as it shall deem appropriate      at the time, continue to make its own analysis and decisions in taking or      not taking action under this Agreement or any of the Finance      Documents.  None of the Security Trustee or the Agent shall be      required to keep itself informed as to the performance or observance by      any of the Obligors of its obligations under this Agreement or any of the      Finance Documents or any other document referred to or provided for herein      or therein or to inspect the properties or books of the      Obligors.  Except for notices, reports and other documents and      information expressly required to be furnished to the Lenders and/or the      Swap Bank by the Security Trustee or the Agent hereunder, neither the      Security Trustee nor the Agent shall have any duty or responsibility to      provide a Lender with any credit or other information concerning the      affairs, financial condition or business of any of the Obligors or any of      their respective parents, subsidiaries or Affiliates which may come into      the possession of the Security Trustee, the Agent or any of their      respective Affiliates. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |

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| 26.8   | Actions by Security Trustee and      Agent.  Except for action expressly required of the      Security Trustee or the Agent hereunder and under the other Finance      Documents, each of the Security Trustee and the Agent shall in all cases      be fully justified in failing or refusing to act hereunder and thereunder      unless it shall receive further assurances to its satisfaction from the      Lenders of their indemnification obligations under Clause 26.5 hereof      against any and all liability and expense which may be incurred by it by      reason of taking or continuing to take any such action.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 26.9   | Resignation and      Removal.  Subject to the appointment and acceptance of a      successor Security Trustee or Agent (as the case may be) as provided      below, each of the Security Trustee and the Agent may resign at any time      by giving notice thereof to the Lenders, the Swap Bank and the Obligors,      and the Security Trustee or the Agent may be removed at any time with or      without cause by the Majority Lenders.  Upon any such      resignation or removal, the Majority Lenders shall have the right to      appoint a successor Security Trustee or Agent, as the case may be, which      shall be a Lender, or a Lender with an Affiliate, which has an office in      New York, New York.  If no successor Security Trustee or Agent,      as the case may be, shall have been so appointed by the Lenders or, if      appointed, shall not have accepted such appointment within 30 days after      the retiring Security Trustee’s or Agent’s, as the case may be, giving of      notice of resignation or the Majority Lenders’ removal of the retiring      Security Trustee or Agent, as the case may be, then the retiring Security      Trustee or Agent, as the case may be, may, on behalf of the Lenders,      appoint a successor Security Trustee or Agent, as the case may be, which      shall be a Lender, or a Lender with an Affiliate, which has an office in      New York, New York.  Upon the acceptance of any appointment as      Security Trustee or Agent hereunder by a successor Security Trustee or      Agent, such successor Security Trustee or Agent, as the case may be, shall      thereupon succeed to and become vested with all the rights, powers,      privileges and duties of the retiring Security Trustee or Agent, as the      case may be, and the retiring Security Trustee or Agent shall be      discharged from its duties and obligations hereunder.  After any      retiring Security Trustee or Agent’s resignation or removal hereunder as      Security Trustee or Agent, as the case may be, the provisions of this      Clause 26 shall continue in effect for its benefit in respect of any      actions taken or omitted to be taken by it while it was acting as the      Security Trustee or the Agent, as the case may be. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 26.10  | Release of      Collateral.  Without the prior written consent of all of      the Lenders and the Swap Bank, neither the Security Trustee nor the Agent      will consent to any modification, supplement or waiver under any of the      Finance Documents nor without the prior written consent of all of the      Lenders and the Swap Bank release any Collateral or otherwise terminate      any lien under the Finance Documents, except that no such consent is      required, and each of the Security Trustee and the Agent is authorized, to      release any lien covering property if the obligations have been paid and      performed in full or which is the subject of a disposition of property      permitted hereunder or to which the Lenders and the Swap Bank have      consented.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 27     | LAW      AND JURISDICTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 27.1   | Governing      law.  THIS AGREEMENT AND THE OTHER FINANCE DOCUMENTS      (EXCEPT THE MORTGAGES) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE      WITH, THE LAWS OF THE STATE OF NEWYORK.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 27.2   | Consent      to Jurisdiction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (a)    | The parties to this Agreement      hereby irrevocably and unconditionally submit, for themselves and their      property, to the nonexclusive jurisdiction of any New York State court or      Federal court of the United States of America sitting in New York      County, and any appellate court thereof, in any action or      proceeding arising out of or relating to this Agreement or any of the      other Finance Documents to which any of the parties hereto is a party or      for recognition or enforcement of any judgment, and each of the parties      hereto hereby irrevocably and unconditionally agrees that all claims in      respect of any such action or proceeding may be heard and determined in      such New York State Court or, to the extent permitted by law, in such      Federal court.  Each of the parties hereto agrees that a final      judgment in any such action or proceeding shall be conclusive and may be      enforced in other jurisdictions by suit on the judgment or in any other      manner provided by law. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (b)    | Nothing      in this Clause 27.2 shall affect the right of a Credit Party to bring any      action or proceeding against an Obligor or its property in the courts of      any other jurisdictions where such action or proceeding may be      heard.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (c)    | The      Obligors hereby irrevocably and unconditionally waive, to the fullest      extent they may legally and effectively do so, any objection which they      may now or hereafter have to the laying of venue of any suit, action or      proceeding arising out of or relating to this Agreement in any New York      State or Federal court and the defense of an inconvenient forum to the      maintenance of such action or proceeding in any such court and any      immunity from jurisdiction of any court or from any legal process with      respect to themselves or their property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (d)    | Each      Obligor hereby agrees to appoint Seward & Kissel LLP with offices      currently located at One Battery Park, New York, New York 10004,      Attention: Gary Wolfe, Esq., as its designated agent for service of      process for any action or proceeding arising out of or relating to this      Agreement or any other Finance Document.  Each Obligor also      irrevocably consents to the service of any and all process in any such      action or proceeding by the mailing of copies of such process to its      address specified in Clause 21.2.  The Obligors also agree that      service of process may be made on them by any other method of service      provided for under the applicable laws in effect in the State of New      York.                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 27.3   | Rights      unaffected.  Nothing in this Clause 27 shall exclude or      limit any right a Credit Party may have (whether under the law of any      country, an international convention or otherwise) with regard to the      bringing of proceedings, the service of process, the recognition or      enforcement of a judgment or any similar or related matter in any      jurisdiction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 27.4   | Meaning of      “proceedings”.  In this Clause 27, “proceedings” means      proceedings of any kind, including an application for a provisional or      protective measure.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 28     | WAIVER      OF JURY TRIAL                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 28.1   | WAIVER.  THE      OBLIGORS AND THE CREDIT PARTIES MUTUALLY AND IRREVOCABLY WAIVE ANY AND ALL      RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR      RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED      HEREBY.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |

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| 29     | PATRIOT      ACT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 29.1   | PATRIOT Act      Notice.  Each of the Agent, the Lenders and the Swap Bank      hereby notifies the Obligors that pursuant to the requirements of the      PATRIOT Act and the Agent’s, each Lender’s and the Swap Bank’s policies      and practices, the Agent, each of the Lenders and the Swap Bank is      required to obtain, verify and record certain information and      documentation that identifies each of the Obligors, which information      includes the name and address of each of the Obligors and such other      information that will allow the Agent, each of the Lenders and the Swap      Bank to identify each of the Obligors in accordance with the PATRIOT      Act. |

|   | [EXECUTION      PAGE FOLLOWS ON NEXT PAGE] |
|--------|--------------------------------------------|

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| OCEANFREIGHT      INC.,as      Borrower  By:/s/Lawrence RutkowskiName:  Lawrence      RutkowskiTitle:  Attorney-in-Fact OCEANENERGY      OWNERS LIMITED,as      Guarantor  By: /s/Lawrence RutkowskiName:  Lawrence      RutkowskiTitle:  Attorney-in-Fact                                                                                                                                                                                            | NORDEA      BANK NORGE ASA, acting through its Grand Cayman branch, as Lead Arranger      and Bookrunner By:/s/MartinLunder_______________Name:  Martin      LunderTitle:  Senior Vice      President  By: /s/ Martin Kahm      _______________Name:  Martin      KahmTitle:  Vice      President                                                                                                                                                                                                                                                                                                                                     |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| OCEANRESOURCES      OWNERS LIMITED,as      Guarantor  By: /s/Lawrence RutkowskiName:  Lawrence      RutkowskiTitle:  Attorney-in-Fact OCEANSHIP      OWNERS LIMITED,as      Guarantor  By: /s/Lawrence RutkowskiName:  Lawrence      RutkowskiTitle:  Attorney-in-Fact OCEANSTRENGTH      OWNERS LIMITED,as      Guarantor  By: /s/Lawrence RutkowskiName:  Lawrence      RutkowskiTitle:  Attorney-in-Fact   | NORDEA      BANK FINLAND PLC, acting through its New York branch, as Swap      Bank  By:/s/MartinLunder_______________Name:  Martin      LunderTitle:  Senior Vice      President By: /s/ Martin Kahm      _______________Name:  Martin      KahmTitle:  Vice      President NORDEA      BANK FINLAND PLC, acting through its New York branch, as Agent and      Security Trustee  By:/s/MartinLunder_______________Name:  Martin      LunderTitle:  Senior Vice      President By:/s/ Martin Kahm      _______________Name:  Martin      KahmTitle:  Vice      President |

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| OCEANTRADE      OWNERS LIMITED,as      Guarantor  By:/s/Lawrence RutkowskiName:  Lawrence      RutkowskiTitle:  Attorney-in-Fact OCEANVENTURE      OWNERS LIMITED,as      Guarantor  By: /s/Lawrence RutkowskiName:  Lawrence      RutkowskiTitle:  Attorney-in-Fact OCEANWEALTH      OWNERS LIMITED,as      Guarantor  By: /s/Lawrence RutkowskiName:  Lawrence      RutkowskiTitle:  Attorney-in-Fact KIFISSIA      STAR OWNERS INC.,as      Guarantor  By: /s/Lawrence RutkowskiName:  Lawrence      RutkowskiTitle:  Attorney-in-Fact OCEANCLARITY      OWNERS LIMITED,as      Guarantor  By: /s/Lawrence RutkowskiName:  Lawrence      RutkowskiTitle:  Attorney-in-Fact         OCEANFIGHTER      OWNERS INC.,as      Guarantor  By:/s/Lawrence RutkowskiName:  Lawrence      RutkowskiTitle:  Attorney-in-Fact OCEANPRIME      OWNERS LIMITED,as      Guarantor  By:/s/Lawrence RutkowskiName:  Lawrence      RutkowskiTitle:  Attorney-in-Fact  BANK      OF AMERICA, N.A.as      Lender  By: /s/Katherine BrandName:  Katherine      A. BrandTitle:  FBB      - FIRST BUSINESS BANK S.A.,as      Lender  By: /s/ Nikolaos      Vougioukas________Name:  Nikolaos      VougioukasTitle:  General      Shipping Manager  | NORDEA      BANK NORGE ASA, acting through its Grand Cayman branch,as      Lender  By:/s/ Colleen Durkin____________Name:  Colleen      DurkinTitle:  Vice      President By:/s/ Henrik M.      Steffensen________Name:  Henrik M.      SteffensenTitle:  Senior Vice      President BANK      OF SCOTLAND PLC,as      Co-Arranger  By:/s/ Alan Boothby ____________Name:  Alan      BoothbyTitle:  Director,      Marine Finance BANK      OF SCOTLAND PLC,as      Lender  By:/s/ Alan Boothby ____________Name:  Alan      BoothbyTitle:  Director,      Marine Finance  PIRAEUS      BANK A.E.,as      Co-Arranger  By:/s/Jason      Dallas__________________Name:  Jason      DallasTitle:  PIRAEUS      BANK A.E.,as      Lender  By:/s/Jason      Dallas__________________Name:  Jason      DallasTitle:  SKANDINAVISKA      ENSKILDA BANKEN AB, as Co-Arranger  By:_/s/ Bjarte Bøe _______________Name:  Bjarte      BøeTitle:  Head of      Structured Finance By: /s/ JanDahlén________________Name:  Jan      DahlénTitle:  Legal      Counsel  SKANDINAVISKA      ENSKILDA BANKEN AB, as Lender By:_/s/ Bjarte Bøe _______________Name:  Bjarte      BøeTitle:  Head of      Structured Finance By: /s/ JanDahlén________________Name:  Jan      DahlénTitle:  Legal      Counsel  COMMERZBANK      AG, as Lender  By:/s/ Christoph Beneke/Martin      Hugger____Name:  Christoph      Beneke/Martin HuggerTitle:  Vice      President  DRESDNER      BANK AG IN HAMBURG,as      Lender  By:/s/ Jürgen Palm/Sabine      Haese______Name:  Jürgen      Palm/Sabine HaeseTitle:  Managing      Director  |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

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| Lender                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Tranche A LoanCommitment                                                                                                                                                |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.      Nordea      Bank Norge ASA, Grand Cayman branch Lending Office: c/o      Nordea Bank Finland, New York branch437      Madison Ave.New      York, NY 10022USA Attention:      Loan AdministrationTelephone:  (212)      318-9300Facsimile:  (212)      750-9188 Notice Address: c/o      Nordea Bank Finland, New York branch437      Madison Ave.New      York, NY 10022USA Attention:      Loan AdministrationTelephone:  (212)      318-9300Facsimile:  (212)      750-9188                                                                                      | $46,150,000                           |
| 2.      Bank      of Scotland plc Lending Office:Bank      of ScotlandCorporateMarine      FinancePentland      House8      Lochside AvenueEdinburgh      EH12 9DJU.K. Notice Address (for legal      notices):Bank      of ScotlandCorporateMarine      FinancePentland      House8      Lochside AvenueEdinburgh      EH12 9DJU.K. Notice Address (for all other      notices):Bank      of ScotlandCorporateLoans      Management SupportCitymark150      FountainbridgeEdinburgh      EH3 9PEU.K. Attention:      Peter McKenzieTelephone:  +      44 131 347 7867Facsimile:  +44      131 347 7471  | $30,770,000                                                                                                                                                             |
| 3.      Piraeus      Bank A.E. Lending Office:Piraeus      Bank A.E.47-49      Akti Miaouli185      36 PiraeusGreece Notice Address:Piraeus      Bank A.E.47-49      Akti Miaouli185      36 PiraeusGreece Attention:  Mrs.      Polytimi MatharicouTelephone:  +30      210 42 95 214Facsimile:  +30      210 42 92 659                                                                                                                                                                                                                                                                            | $30,770,000                                                                                                                                                             |
| 4.      Skandinaviska      Enskilda Banken AB Lending Office:Skandinaviska      Enskilda Banken AB10640      StockholmSweden Notice Address:Rissneleden      110S-106      40 StockholmSweden Attention:      Annika ForsbergTelephone:  +46      (0)8 763 85 96Facsimile:      + 46 (0)8 611 03 84                                                                                                                                                                                                                                                                                                                     | $30,770,000                                                                                                                                                             |
| 5.      Commerzbank      AG Lending Office:Commerzbank      AG; HamburgNess      7-920457      HamburgGermany Notice Address:Commerzbank      AG; HamburgNess      7-920457      HamburgGermany Attention:  Christin      GermannTelephone:  +49403683      2254Facsimile:  +49      40 3683 4068                                                                                                                                                                                                                                                                                                   | $18,462,000                                                                                                                                                             |
| 6.      Dresdner      Bank AG in Hamburg Lending Office:Dresdner      Bank AG in HamburgJungfernstieg      2220354      HamburgGermany Notice Address:Dresdner      Bank AG in HamburgJungfernstieg      2220354      HamburgGermany Attention:  Anke      GrahnTelephone:  +49      40 3501 4333Facsimile:  +49      40 3501 4007                                                                                                                                                                                                                                                                  | $18,462,000                                                                                                                                                             |
| 7.      Bank      of America, N.A. Lending Office:Bank      of America, N.A.100      Federal StreetBoston,      MA 02110U.S.A. Notice Address:Bank      of America, N.A.100      Federal StreetBoston,      MA 02110U.S.A. Attention:  Kourosh      HessamfarTelephone:  617-434-5660Facsimile:  617-341-5700                                                                                                                                                                                                                                                                                       | $12,308,000                                                                                                                                                             |
| 8.      FBB-      First Business Bank S.A. Lending Office:FBB      - First Business Bank S.A.Shipping      Division62,      Notara & Sotiros Dios Street18535,      PiraeusGreece Notice Address:FBB      - First Business Bank S.A.62,      Notara & Sotiros Dios Street18535,      PiraeusGreece Attention:  Vassiliki      AthanassouliaTelephone:  +30      210 411 76 58Facsimile:  +30      210 413 20 58                                                                                                                                                                             | $12,308,000                                                                                                                                                        |

----

| Lender                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Tranche B LoanCommitment                                                                                                                                                |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.      Nordea      Bank Norge ASA, Grand Cayman branch Lending Office: c/o      Nordea Bank Finland, New York branch437      Madison Ave.New      York, NY 10022USA Attention:      Loan AdministrationTelephone:  (212)      318-9300Facsimile:  (212)      750-9188 Notice Address: c/o      Nordea Bank Finland, New York branch437      Madison Ave.New      York, NY 10022USA Attention:      Loan AdministrationTelephone:  (212)      318-9300Facsimile:  (212)      750-9188                                                                                | $28,850,000                           |
| 2.      Bank      of Scotland plc Lending Office:Bank      of ScotlandCorporateMarine      FinancePentland      House8      Lochside AvenueEdinburgh      EH12 9DJU.K. Notice Address (for legal      notices):Bank      of ScotlandCorporateMarine      FinancePentland      House8      Lochside AvenueEdinburgh      EH12 9DJU.K. Notice Address (for all other      notices):Bank      of ScotlandCorporateLoans      Management SupportCitymark150      FountainbridgeEdinburgh      EH3 9PEU.K. Attention:      Peter McKenzieTelephone:  +44      131 347 7867Facsimile:  +44      131 347 7471  | $19,230,000                                                                                                                                                             |
| 3.      Piraeus      Bank A.E. Lending Office:Piraeus      Bank A.E.47-49      Akti Miaouli185      36 PiraeusGreece Notice Address:Piraeus      Bank A.E.47-49      Akti Miaouli185      36 PiraeusGreece Attention:  Mrs.      Polytimi MatharicouTelephone:  +30      210 42 95 214Facsimile:  +30      210 42 92 659                                                                                                                                                                                                                                                                           | $19,230,000                                                                                                                                                             |
| 4.      Skandinaviska      Enskilda Banken AB Lending Office:Skandinaviska      Enskilda Banken AB10640      StockholmSweden Notice Address:Rissneleden      110S-106      40 StockholmSweden Attention:      Annika ForsbergTelephone:  +46      (0)8 763 85 96Facsimile:  +46      (0)8 611 03 84                                                                                                                                                                                                                                                                                                          | $19,230,000                                                                                                                                                             |
| 5.      Commerzbank      AG Lending Office:Commerzbank      AG; HamburgNess      7-920457      HamburgGermany Notice Address:Commerzbank      AG; HamburgNess      7-920457      HamburgGermany Attention:  Christin      GermannTelephone:  +49      40 3683 2254Facsimile:  +49      40 3683 4068                                                                                                                                                                                                                                                                                                | $11,538,000                                                                                                                                                             |
| 6.      Dresdner      Bank AG in Hamburg Lending Office:Dresdner      Bank AG in HamburgJungfernstieg      2220354      HamburgGermany Notice Address:Dresdner      Bank AG in HamburgJungfernstieg      2220354      HamburgGermany Attention:  Anke      GrahnTelephone:  +49      40 3501 4333Facsimile:  +49      40 3501 4007                                                                                                                                                                                                                                                                 | $11,538,000                                                                                                                                                             |
| 7.      Bank      of America, N.A. Lending Office:Bank      of America, N.A.100      Federal StreetBoston,      MA 02110U.S.A. Notice Address:Bank      of America, N.A.100      Federal StreetBoston,      MA 02110U.S.A. Attention:  Kourosh      HessamfarTelephone:  617-434-5660Facsimile:  617-341-5700                                                                                                                                                                                                                                                                                      | $7,692,000                                                                                                                                                              |
| 8.      FBB-      First Business Bank S.A. Lending Office:FBB      - First Business Bank S.A.Shipping      Division62,      Notara & Sotiros Dios Street18535,      PiraeusGreece Notice Address:FBB      - First Business Bank S.A.62,      Notara & Sotiros Dios Street18535,      PiraeusGreece Attention:  Vassiliki      AthanassouliaTelephone:  +30      210 411 76 58Facsimile:  +30      210 413 20 58                                                                                                                                                                            | $7,692,000                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                    |

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| 1 | We      refer to the amended and restated loan agreement dated as of [l], 2008 (the      “Loan Agreement”)      among ourselves, as Borrower, and the other parties named therein in      connection with a $325,000,000 Senior Secured Credit      Facility.  Terms defined in the Loan Agreement have their      defined meanings when used in this Drawdown  Notice. |
|---|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 2 | We      request to borrow an Advance asfollows |
|---|------------------------------------------------|

| (a) | Tranche      [A] [B] Loan |
|-----|---------------------------|

| (b) | Amount:      $[l] |
|-----|-------------------|

| (c) | Expected      Drawdown Date: [l] |
|-----|----------------------------------|

| (d) | Duration      of the first Interest Period shall be: [l]      month(s). |
|-----|-------------------------------------------------------------------------|

| (e) | Use      of Proceeds: |
|-----|-----------------------|

| (f) | Payment      instructions: [l] |
|-----|--------------------------------|

| 3 | We      represent and warrant that: |
|---|-------------------------------------|

| (a) | the      representations and warranties in Clause 9 of the Loan Agreement would      remain true and not misleading if repeated on the date of this notice with      reference to the circumstances nowexisting; |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (b) | no      Event of Default or Potential Event of Default has occurred or will result      from the borrowing of the Loan. |
|-----|-------------------------------------------------------------------------------------------------------------------------|

| 4 | This      notice cannot be revoked without your prior  consent. |
|---|-----------------------------------------------------------------|

| 5 | We      authorize you to deduct any balance of any fees (each referred to in      Clause 15) outstanding on the Expected Drawdown Date from the amount of      the Advance. |
|---|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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| 1. | A      duly executed original of: |
|----|-----------------------------------|

|   | (a) | this      Agreement; |
|--------|-----|----------------------|

|   | (b) | the      Master Agreement (if being executed);and |
|--------|-----|---------------------------------------------------|

|   | (c) | the      Notes. |
|--------|-----|-----------------|

| 2. | Copies      of the constitutional documents, and each amendment thereto, of each      Obligor and each Intermediate Holding Company, certified as of a date      reasonably near the date of the relevant Drawdown Notice by the president      or the secretary (or equivalent officer) of such Obligor or Intermediate      Holding Company as being a true and correct copy  thereof. |
|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 3. | Originals      or copies of certificates dated as of a date reasonably near the date of      the Drawdown Notice, certifying that each Obligor and Intermediate Holding      Company is duly incorporated (or formed) and in good standing under the      laws of such Obligor’s or Intermediate Holding Company’s jurisdiction of      incorporation (or formation). |
|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 4. | Copies      of resolutions of the directors (or equivalent governing body) (and where      required, the shareholders or equivalent equity holders) of each Obligor      and Intermediate Holding Company authorizing the execution of each Finance      Document to which such Obligor or Intermediate Holding Company is or is to      be a party and authorizing named officers or attorneys-in-fact to execute      such documents and give the Drawdown Notice and other notices required by      the Finance Documents, in each case certified as of a date reasonably near      the date of the Drawdown Notice by the president or the secretary (or      equivalent officer) of such Obligor or Intermediate Holding Company as      being a true and correct copythereof. |
|----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 5. | The      original or a certified copy of any power of attorney under which any      Finance Document is to be executed on behalf of an Obligor or Intermediate      Holding Company. |
|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 6. | Copies      of all consents which any Obligor or Intermediate Holding Company requires      to enter into, or make any payment or perform any of its obligations under      or in connection with the transactions contemplated by any Finance      Document to which such Obligor or Intermediate Holding Company is to be a      party, each certified as of a date reasonably near the date of the      relevant Drawdown Notice by the president or the secretary (or equivalent      officer) of such Obligor or Intermediate Holding Company as being a true      and correct copy thereof (or certification by such president or secretary      (or equivalent officer) that no such consents are    required). |
|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

| 7. | All      documentation required by each Credit Party in relation to each Obligor      and Intermediate Holding Company pursuant to that Credit Party’s “know      your customer” requirements. |
|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 8. | Documentary      evidence that the agent for service of process named in Clause 27.2 of      this Agreement has accepted its appointment in respect of each Obligor and      that the agent for service of process named in Section 20 of each Share      Pledge has accepted its appointment in respect of each Intermediate      Holding Company. |
|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 9. | If      the Agent so requires, in respect of any of the documents referred to      above, a certified English translation prepared by a translator approved      by the Agent. |
|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 1. | A      certificate of each Obligor and each Intermediate Holding Company, signed      on behalf of each such party by the president or the secretary (or      equivalent officer) of such party, dated as of the Expected Drawdown Date      (the statements made in such certificate shall be true on and as of the      Expected Drawdown Date), certifying asto: |
|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (a) | the      absence of any amendments to the constitutive documents of such party      since the date of the certificate referred to in paragraph 2 of Part A      above; |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (b) | the      absence of any proceeding for the dissolution or liquidation of such      party; |
|--------|-----|-------------------------------------------------------------------------------------------|

|   | (c) | the      veracity in all material respects of the representations and warranties      contained in this Agreement or, in the case of an Intermediate Holding      Company, the relevant Share Pledge, as though made on and as of the      Expected Drawdown Date; |
|--------|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (d) | the      absence of any material misstatement of fact in any information provided      by the Obligors or any Intermediate Holding Company to the Agent or any      Lender and that such information did not omit to state any material fact      necessary to make the statements therein, in the light of the      circumstances under which they were made, not misleading;    and |
|--------|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (e) | the      absence of any event occurring and continuing, or resulting from the      making of the Advances, that constitutes a Potential Event of Default or      an Event of Default. |
|--------|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 2. | A      duly executed original of the following documents and each document      required to be delivered by each such document, each duly executed by each      party thereto, and documentary evidence that the Security Interests      created by any Finance Documents have been duly  perfected: |
|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (a) | (if      applicable) the Charter Assignment in respect of each Ship being financed      with such Advance; |
|--------|-----|------------------------------------------------------------------------------------------------------------|

----

|   | (b) | the      Earnings Account Pledge in respect of each Earnings Account established      with the Agent by the Guarantors; |
|--------|-----|-------------------------------------------------------------------------------------------------------------------------|

|   | (c) | the      Earnings Assignment in respect of each Ship being financed with such      Advance; |
|--------|-----|---------------------------------------------------------------------------------------------|

|   | (d) | the      Insurance Assignment in respect of each Ship being financed with such      Advance; |
|--------|-----|----------------------------------------------------------------------------------------------|

|   | (e) | each      Manager’s Undertaking in respect of each Ship being financed with such      Advance; |
|--------|-----|------------------------------------------------------------------------------------------------------|

|   | (f) | the      Mortgage (and, if applicable, the Deed of Covenants) in respect of each      Ship being financed with suchAdvance; |
|--------|-----|-----------------------------------------------------------------------------------------------------------------------------|

|   | (g) | the      Share Pledge in respect of the relevant Guarantor(s);  and |
|--------|-----|---------------------------------------------------------------------|

|   | (h) | (if      applicable) an Accession Agreement. |
|--------|-----|----------------------------------------------|

| 3. | If      applicable, with respect to each Guarantor (to the extent not already      delivered under Part A): |
|----|-------------------------------------------------------------------------------------------------------------|

|   | (a) | copies      of its constitutional documents, and each amendment thereto, certified as      of a date reasonably near the date of the Expected Drawdown Date by its      president or the secretary (or equivalent officer) as being a true and      correct copy thereof; |
|--------|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (b) | originals      or copies of certificates dated as of a date reasonably near the date of      the Expected Drawdown Date, certifying that it is duly incorporated (or      formed) and in good standing under the laws of its jurisdiction of      incorporation (or formation); |
|--------|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (c) | copies      of resolutions of its directors (or equivalent governing body) (and where      required, its shareholders or equivalent equity holders) authorizing the      execution of each Finance Document to which it is or is to be a party and      authorizing named officers or attorneys-in-fact to execute such documents      and give and notices required by the Finance Documents, in each case      certified as of a date reasonably near the date of the Expected Drawdown      Date by its president or the secretary (or equivalent officer) as being a      true and correct copy thereof; |
|--------|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (d) | the      original or a certified copy of any power of attorney under which any      Finance Document is to be executed on its  behalf; |
|--------|-----|----------------------------------------------------------------------------------------------------------------------------------------|

|   | (e) | copies      of all consents which it requires to enter into, or make any payment or      perform any of its obligations under or in connection with the      transactions contemplated by any Finance Document to which it is to be a      party, each certified as of a date reasonably near the date of the      Expected Drawdown Date by its president or the secretary (or equivalent      officer) as being a true and correct copy thereof (or certification by      such president or secretary (or equivalent officer) that no such consents      are required); |
|--------|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

|   | (f) | all      documentation required by each Credit Party in relation to such Identified      Ship Owner pursuant to that Credit Party’s “know your customer”      requirements; |
|--------|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (g) | documentary      evidence that the agent for service of process named in Clause 27.2 has      accepted its appointment in respect of such Guarantor;  and |
|--------|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (h) | documentary      evidence, in form and substance satisfactory to the Majority Lenders, of      the capital structure of suchGuarantor. |
|--------|-----|----------------------------------------------------------------------------------------------------------------------------------------|

| 4. | [Intentionally      omitted]. |
|----|-------------------------------|

| 5. | [Intentionally      omitted]. |
|----|-------------------------------|

|   | (a) | documentary      evidence that the relevant Ship is registered in the name of the relevant      Obligor under an Approved Flag, free of all recorded liens and      encumbrances, save as contemplated by the Finance Documents (which shall      be established by a Certificate of Ownership and Encumbrance (or similar      instrument) issued by the appropriate authority of the Approved Flag State      stating that such Ship is owned by the relevant Obligor and that there are      on record no other mortgages, liens or other encumbrances on such Ship      except the relevant Mortgage); |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (b) | documentary      evidence that the relevant Mortgage has been registered against the      relevant Ship as a valid first preferred/priority ship mortgage in      accordance with the laws of the Approved Flag State and the Security      Interest created by such Mortgage shall have been duly      perfected; |
|--------|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (c) | documentary      evidence that the relevant Ship is classed with the relevant      Classification Society in the highest classification and rating for      vessels of the same age and type without any outstanding conditions or      recommendations affecting class (other than those for which the time      prescribed for curing the condition or recommendation has not passed),      which shall be established by a Confirmation of Class Certificate issued      by the Classification Society of such Ship and dated a date reasonably      near the relevant Expected Drawdown Date (N.B.: a “Class Statement” or similar      instrument shall not be acceptable for purposes of this      clause); |
|--------|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (i) | is      insured in compliance with the terms of the relevant Mortgage (or Deed of      Covenants) (which insurance shall include mortgagee’s interest insurance      with additional perils pollution);and |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (ii) | is      or will be managed by the Approved Manager(s) in accordance with a      management agreement acceptable to the Majority  Lenders; |
|--------|------|-------------------------------------------------------------------------------------------------------------------------------------------|

----

|   | (e) | a      certificate by the president or the secretary (or equivalent officer) of      the relevant Obligor, or a certificate of the Approved Manager      (technical), identifying and giving the address and other communication      details of the ISM Responsible Person(s) for the relevant      Ship; |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (f) | copies      of the Document of Compliance and Safety Management Certificate referred      to in paragraph (a) of the definition of the ISM Code Documentation for      the relevant Ship, certified as true and in effect by the president or the      secretary (or equivalent officer) of the relevant Obligor or the Approved      Manager (technical), provided that, the      relevant Obligor may deliver to the Agent on or before the Expected      Drawdown Date an undertaking, in form and substance satisfactory to the      Agent, to deliver a copy of the Safety Management Certificate to the Agent      within 10 Business Days after the relevant Expected Drawdown      Date; |
|--------|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (g) | copies      of such other ISM Code Documentation as the Agent may have requested by      written notice to the Borrower not later than 2 days before the relevant      Expected Drawdown Date, certified as true and complete in all material      respects by the relevant Obligor or the Approved  Manager; |
|--------|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (h) | certification      by the relevant Obligor that: |
|--------|-----|--------------------------------------------------|

|   | (i) | the      relevant Ship has and will maintain for the duration of the Security      Period a valid International Ship Security Certificate (and either a true      copy of such International Ship Security Certificate shall be attached to      such Obligor’s certification or the relevant Obligor shall undertake to      deliver a certified copy of such certificate as soon as it becomes      available); |
|--------|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (ii) | the      security system of the relevant Ship and associated security equipment      complies with, and at all times during the Security Period will comply      with, the applicable requirements of Chapter XI-2 of SOLAS and Part A of      the ISPS Code; and |
|--------|------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (iii) | an      approved ship security plan is in place and will be maintained at all      times during the Security Period; |
|--------|-------|----------------------------------------------------------------------------------------------------------------------|

|   | (i) | a      valuation of the Fair Market Value of the relevant Ship;    and |
|--------|-----|------------------------------------------------------------------------|

|   | (j) | a      favorable report from an insurance consultant nominated by the Agent      confirming that the insurance placed on the relevant Ship is in compliance      with the Mortgage (or Deed of Covenants) thereon (and all costs associated      with such report shall be payable by the  Borrower). |
|--------|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 7. | Documentary      evidence that each Guarantor has opened its Earnings Account with the      Agent. |
|----|----------------------------------------------------------------------------------------------------|

| 8 | A      favorable opinion of Watson, Farley & Williams (New York) LLP, New      York counsel for the Credit Parties, in form, scope and substance      satisfactory to the Credit Parties. |
|---|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

| 9 | A      favorable opinion of Seward & Kissel LLP, special New York, Marshall      Islands and Liberian counsel to the Obligors, in form, scope and substance      satisfactory to the Credit Parties. |
|---|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 10. | A      favorable opinion of special Cypriot, Maltese, Bahamian, Singaporean      and/or Panamanian counsel to the Credit Parties, in form, scope and      substance satisfactory to the CreditParties. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 1. | A      certificate of each Obligor and each Intermediate Holding Company, signed      on behalf of each such party by the president or the secretary (or      equivalent officer) of such party, dated as of the Expected Drawdown Date      (the statements made in such certificate shall be true on and as of the      Expected Drawdown Date), certifying asto: |
|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (a) | the      absence of any amendments to the constitutive documents of such party      since the date of the certificate referred to in paragraph 2 of Part A      above; |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (b) | the      absence of any proceeding for the dissolution or liquidation of such      party; |
|--------|-----|-------------------------------------------------------------------------------------------|

|   | (c) | the      veracity in all material respects of the representations and warranties      contained in this Agreement or, in the case of an Intermediate Holding      Company, the relevant Share Pledge, as though made on and as of the      Expected Drawdown Date; |
|--------|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (d) | the      absence of any material misstatement of fact in any information provided      by the Obligors or any Intermediate Holding Company to the Agent or any      Lender and that such information did not omit to state any material fact      necessary to make the statements therein, in the light of the      circumstances under which they were made, not misleading;    and |
|--------|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (e) | the      absence of any event occurring and continuing, or resulting from the      making of the Advances, that constitutes a Potential Event of Default or      an Event of Default. |
|--------|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 2. | A      duly executed original of the following documents and each document      required to be delivered by each such document, each duly executed by each      party thereto, and documentary evidence that the Security Interests      created by any Finance Documents have been duly  perfected: |
|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (a) | (if      applicable) the Charter Assignment in respect of each Additional      Ship; |
|--------|-----|--------------------------------------------------------------------------------------|

|   | (b) | the      Earnings Account Pledge in respect of each Earnings Account established      with the Agent by each Additional Ship Owner that executes an Accession      Agreement; |
|--------|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (c) | the      Earnings Assignment in respect of each Additional Ship being financed with      such Advance; |
|--------|-----|--------------------------------------------------------------------------------------------------------|

----

|   | (d) | the      Insurance Assignment in respect of each Additional Ship being financed      with such Advance; |
|--------|-----|---------------------------------------------------------------------------------------------------------|

|   | (e) | each      Manager’s Undertaking in respect of each Additional Ship being financed      with such Advance; |
|--------|-----|-----------------------------------------------------------------------------------------------------------------|

|   | (f) | the      Mortgage (and, if applicable, the Deed of Covenants) in respect of each      Additional Ship being financed with such  Advance; |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------------------|

|   | (g) | the      Share Pledge in respect of each Additional Ship Owner that executes an      Accession Agreement; and |
|--------|-----|---------------------------------------------------------------------------------------------------------------|

|   | (h) | the      Accession Agreement in respect of each Additional Ship    Owner. |
|--------|-----|---------------------------------------------------------------------------|

| 3. | With      respect to each Additional Ship Owner (to the extent not already delivered      under Part A): |
|----|----------------------------------------------------------------------------------------------------------|

|   | (a) | copies      of its constitutional documents, and each amendment thereto, certified as      of a date reasonably near the date of the Expected Drawdown Date by its      president or the secretary (or equivalent officer) as being a true and      correct copy thereof; |
|--------|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (b) | originals      or copies of certificates dated as of a date reasonably near the date of      the Expected Drawdown Date, certifying that each it is duly incorporated      (or formed) and in good standing under the laws of its jurisdiction of      incorporation (or formation); |
|--------|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (c) | copies      of resolutions of its directors (or equivalent governing body) (and where      required, its shareholders or equivalent equity holders) authorizing the      execution of each Finance Document to which it is or is to be a party and      authorizing named officers or attorneys-in-fact to execute such documents      and give and notices required by the Finance Documents, in each case      certified as of a date reasonably near the date of the Expected Drawdown      Date by its president or the secretary (or equivalent officer) as being a      true and correct copy thereof; |
|--------|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (d) | the      original or a certified copy of any power of attorney under which any      Finance Document is to be executed on its  behalf; |
|--------|-----|----------------------------------------------------------------------------------------------------------------------------------------|

|   | (e) | copies      of all consents which it requires to enter into, or make any payment or      perform any of its obligations under or in connection with the      transactions contemplated by any Finance Document to which it is to be a      party, each certified as of a date reasonably near the date of the      Expected Drawdown Date by its president or the secretary (or equivalent      officer) as being a true and correct copy thereof (or certification by      such president or secretary (or equivalent officer) that no such consents      are required); |
|--------|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (f) | all      documentation required by each Credit Party in relation to such Additional      Ship Owner pursuant to that Credit Party’s “know your customer”      requirements; |
|--------|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

|   | (g) | documentary      evidence that the agent for service of process named in Clause 27.2 has      accepted its appointment in respect of such Additional Ship      Owner; |
|--------|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (h) | documentary      evidence, in form and substance satisfactory to the Majority Lenders, of      the capital structure of such Additional Ship Owner;  and |
|--------|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (i) | documentary      evidence that it has opened its Earnings Account with the      Agent. |
|--------|-----|----------------------------------------------------------------------------------------|

| 4. | A      copy of each Additional Ship MOA (and all addenda and supplements      thereto), each to be in form and substance acceptable to the Majority      Lenders and certified as of a date reasonably near the date of the      relevant Drawdown Notice by the president or the secretary (or equivalent      officer) of the relevant Additional Ship Owner as being a true and correct      copy thereof. |
|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 5. | With      respect to each Additional Ship, documentary evidence that on the relevant      Delivery Date: |
|----|----------------------------------------------------------------------------------------------------------|

|   | (a) | the      relevant Additional Ship has been unconditionally delivered by the Seller      to, and unconditionally accepted by, the relevant Additional Ship Owner in      accordance with all of the terms and conditions of the relevant Additional      Ship MOA, free and clear of all liens and encumbrances, together with a      copy, certified as of the relevant Delivery Date of such Additional Ship      by the president or the secretary (or equivalent officer) of such      Additional Ship Owner as being a true and correct copy of the original,      of: |
|--------|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (i) | the      Protocol of Delivery and Acceptance for such Additional Ship, duly      executed by the Seller and such Additional Ship  Owner; |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------------------|

|   | (ii) | the      Bill of Sale delivered by the Seller to such Additional Ship      Owner; |
|--------|------|-----------------------------------------------------------------------------------|

|   | (iii) | the      commercial invoice issued by the Seller to such Additional Ship Owner;      and |
|--------|-------|------------------------------------------------------------------------------------------|

|   | (iv) | the      corporate authorities of the Seller permitting such Seller to sell the      Additional Ship to such Additional Ship Owner under the terms of the      Additional Ship MOA; and |
|--------|------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (b) | there      is/are no pending dispute(s) or arbitration proceedings arising out of or      in connection with the relevant Additional Ship MOA (which may be      established by a certificate dated as of the relevant Expected Drawdown      Date by the president or the secretary (or equivalent officer) of the      relevant Additional Ship Owner); |
|--------|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

|   | (a) | documentary      evidence that the relevant Additional Ship is registered in the name of      the relevant Obligor under an Approved Flag, free of all recorded liens      and encumbrances, save as contemplated by the Finance Documents (which      shall be established by a Certificate of Ownership and Encumbrance (or      similar instrument) issued by the appropriate authority of the Approved      Flag State stating that such Additional Ship is owned by the relevant      Obligor and that there are on record no other mortgages, liens or other      encumbrances on such Ship except the relevant  Mortgage); |
|--------|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (b) | documentary      evidence that the relevant Mortgage has been registered against the      relevant Additional Ship as a valid first preferred/priority ship mortgage      in accordance with the laws of the Approved Flag State and the Security      Interest created by such Mortgage shall have been duly      perfected; |
|--------|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (c) | documentary      evidence that the relevant Additional Ship is classed with the relevant      Classification Society in the highest classification and rating for      vessels of the same age and type without any outstanding conditions or      recommendations affecting class (other than those for which the time      prescribed for curing the condition or recommendation has not passed),      which shall be established by a Confirmation of Class Certificate issued      by the Classification Society of such Additional Ship and dated a date      reasonably near the relevant Expected Drawdown Date (N.B.: a “Class Statement” or similar      instrument shall not be acceptable for purposes of this      clause); |
|--------|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (i) | is      insured in compliance with the terms of the relevant Mortgage (or Deed of      Covenants) (which insurance shall include mortgagee’s interest insurance      with additional perils pollution);and |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (ii) | is      or will be managed by the Approved Manager(s) in accordance with a      management agreement acceptable to the Majority  Lenders; |
|--------|------|-------------------------------------------------------------------------------------------------------------------------------------------|

|   | (e) | a      certificate by the president or the secretary (or equivalent officer) of      the relevant Obligor, or a certificate of the Approved Manager      (technical), identifying and giving the address and other communication      details of the ISM Responsible Person(s) for the relevant Additional      Ship; |
|--------|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (f) | copies      of the Document of Compliance and Safety Management Certificate referred      to in paragraph (a) of the definition of the ISM Code Documentation for      the relevant Ship, certified as true and in effect by the president or the      secretary (or equivalent officer) of the relevant Obligor or the Approved      Manager (technical), provided that the      relevant Obligor may deliver to the Agent on or before the Expected      Drawdown Date an undertaking, in form and substance satisfactory to the      Agent, to deliver a copy of the Safety Management Certificate to the Agent      within 10 Business Days after the relevant Expected Drawdown      Date; |
|--------|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

|   | (g) | copies      of such other ISM Code Documentation as the Agent may have requested by      written notice to the Borrower not later than 2 days before the relevant      Expected Drawdown Date, certified as true and complete in all material      respects by the relevant Obligor or the Approved  Manager; |
|--------|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (h) | certification      by the relevant Obligor that: |
|--------|-----|--------------------------------------------------|

|   | (i) | the      relevant Additional Ship has and will maintain for the duration of the      Security Period a valid International Ship Security Certificate (and      either a true copy of such International Ship Security Certificate shall      be attached to such Obligor’s certification or the relevant Obligor shall      undertake to deliver a certified copy of such certificate as soon as it      becomes available); |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (ii) | the      security system of the relevant Additional Ship and associated security      equipment complies with, and at all times during the Security Period will      comply with, the applicable requirements of Chapter XI-2 of SOLAS and Part      A of the ISPS Code; and |
|--------|------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (iii) | an      approved ship security plan is in place and will be maintained at all      times during the Security Period; |
|--------|-------|----------------------------------------------------------------------------------------------------------------------|

|   | (i) | a      valuation of the Fair Market Value of the relevant Additional Ship;      and |
|--------|-----|-------------------------------------------------------------------------------------|

|   | (j) | a      favorable report from an insurance consultant nominated by the Agent      confirming that the insurance placed on the relevant Additional Ship is in      compliance with the Mortgage (or Deed of Covenants) thereon (and all costs      associated with such report shall be payable by the    Borrower). |
|--------|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 7. | A      favorable opinion of Watson, Farley & Williams (New York) LLP, New      York counsel for the Credit Parties, in form, scope and substance      satisfactory to the Credit Parties. |
|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 8. | A      favorable opinion of Seward & Kissel LLP, special New York, Marshall      Islands and Liberian counsel to the Obligors, in form, scope and substance      satisfactory to the Credit Parties. |
|----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 9. | A      favorable opinion of special Cypriot, Maltese, Bahamian, Singaporean      and/or Panamanian counsel to the Credit Parties, in form, scope and      substance satisfactory to the CreditParties. |
|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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