US$203,400,000 AMENDED AND RESTATED FACILITY AGREEMENT originally dated 21 February 2011 as amended and restated on the Effective Date for TEUCARRIER (NO.2) CORP. TEUCARRIER (NO.3) CORP. TEUCARRIER (NO.4) CORP. as joint and several Borrowers and...

Exhibit 4.1

US$203,400,000

AMENDED AND RESTATED FACILITY AGREEMENT
originally dated 21 February 2011

as amended and restated on the Effective Date

for

TEUCARRIER (NO.2) CORP.
TEUCARRIER (NO.3) CORP.

TEUCARRIER (NO.4) CORP.

as joint and several Borrowers

and

DANAOS CORPORATION
acting as Guarantor

arranged by

THE EXPORT-IMPORT BANK OF CHINA
CITIBANK, N.A.

with

CITIBANK, N.A.

acting as Global Co-ordinator

and
CITIBANK, N.A.
acting as Sinosure Agent

Ref: OE/AP/JW

Linklaters LLP

CONTENTS

i

THE SCHEDULES

ii

iii

THIS AGREEMENT is originally dated 21 February 2011 and is amended and restated on the Effective Date and made BETWEEN:

(1)                           TEUCARRIER (NO.2) CORP., TEUCARRIER (NO.3) CORP. and TEUCARRIER (NO.4) CORP. as joint and several borrowers (each a “Borrower” and together the “Borrowers”);

(2)                           DANAOS CORPORATION as guarantor (the “Guarantor”);

(3)                           THE EXPORT-IMPORT BANK OF CHINA and CITIBANK, N.A. as mandated lead arrangers (the “Original Arrangers” and each an “Original Arranger”);

(4)                           CITIBANK, N.A. as global co-ordinator;

(5)                           THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 which are Lenders;

(6)                           CITIBANK INTERNATIONAL PLC, LONDON BRANCH as agent of the other Finance Parties (the “Agent”);

(7)                           CITIBANK INTERNATIONAL PLC, GREECE BRANCH as security agent and security trustee for the Secured Parties (the “Security Agent”);

(8)                           CITIBANK, N.A. as the insured party under the Sinosure Insurance Policy (the “Sinosure Agent”).

(9)                           CITIBANK, N.A., LONDON BRANCH, acting through its Agency and Trust business located at Citigroup Centre, Canada Square, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Account Bank”); and

(10)                    CITIBANK, N.A., NEW YORK BRANCH as original hedging bank (the “Original Hedging Bank”).

IT IS AGREED as follows:

SECTION 1

INTERPRETATION

1.                                DEFINITIONS AND INTERPRETATION

1.1                         Definitions

In this Agreement:

“Acceptable Bank” means:

(a)                                  a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of A or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or A2 or higher by ▇▇▇▇▇’▇ Investor Services Limited or a comparable rating from an internationally recognised credit rating agency; or

(b)                                  any other bank or financial institution approved by the Agent.

“Accession Deed” has the meaning given to it in the Intercreditor Agreement.

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“Accession Letter” means a document substantially in the form of Part II of Schedule 5 (Form of Transfer Certificate and Accession Letter).

“Account Charges” means the charges executed on or around the Effective Date by each Borrower in favour of the Security Agent in relation to that Borrower’s Earnings Account in the form set out in Schedule 17 (Form of Account Charge).

“Accounting Principles” means generally accepted accounting principles in the United States of America including, after its adoption by the Guarantor, IFRS.

“Accounting Reference Date” means 31 December in each year.

“Additional Arranger” means any bank, financial institution, trust, fund or other entity which has become an Arranger in accordance with Clause 27.10 (Additional Arranger).

“Additional Cost Rate” has the meaning given to it in Schedule 4 (Mandatory Cost formula).

“Additional Security” has the meaning given to it in Clause 21.1 (Financial definitions).

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that holding company.

“Agreed Value” means at any time in respect of a Vessel the higher of:

(a)                                  an amount equal to the current Market value of the relevant Vessel; and

(b)                                  one hundred and twenty-five per cent. (125%) of the Loans outstanding under the Tranche applicable to such Vessel.

“Amendment Agreement” means the amendment and restatement agreement dated 11 July 2013 amending and restating this Agreement.

“Approved Broker” has the meaning given to it in Clause 21.1 (Financial definitions).

“Arranger” means:

(a)                                  any Original Arranger; and

(b)                                  any Additional Arranger,

and “Arrangers” means all of them.

“Asset Cover Ratio” has the meaning given to it in Clause 24.9 (Asset Cover Ratio).

“Assignment of Earnings and Insurances” means each assignment of Earnings and Insurances executed or to be executed in respect of the Vessels by each Borrower, the Time Charterer and the Security Agent in the form set out in Schedule 15 (Form of Assignment of Earnings and Insurances) and collectively the “Assignments of Earnings and Insurances”.

“Associate” has the meaning given to “associate” in section 435 of the Insolvency ▇▇▇ ▇▇▇▇ provided that only sub-sections (2) and (5) of such section shall apply insofar as it relates to the definition of Coustas Family.

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

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“Authorised Representatives” shall mean the persons set out in Part A of Schedule 10 (Authorised Representatives), as amended pursuant to Clause 18.4(e).

“Availability Period” means:

(a)                                  in relation to Tranche A, the period from and including the date of this Agreement to the earlier of the Delivery Date and the Delivery Date Backstop for Vessel A;

(b)                                  in relation to Tranche B, the period from and including the date of this Agreement to the earlier of the Delivery Date and the Delivery Date Backstop for Vessel B; and

(c)                                   in relation to Tranche C, the period from and including the date of this Agreement to the earlier of the Delivery Date and the Delivery Date Backstop for Vessel C; and

“Available Commitment” means, in relation to each Lender and each Tranche under the Facility, that Lender’s Commitment in respect of that Tranche less the aggregate of Loans made by such Lender in respect of that Tranche.

“Available Facility” means in respect of any Tranche under the Facility, the aggregate for the time being of each Lender’s Available Commitment in respect of that Tranche.

“Bareboat-equivalent Time Charter Income” has the meaning given to it in Clause 21.1 (Financial definitions).

“Book Net Worth” has the meaning given to it in Clause 21.1 (Financial definitions).

“Borrower A” means Teucarrier (No.2) Corp. of ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇.

“Borrower B” means Teucarrier (No.3) Corp. of ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇.

“Borrower C” means Teucarrier (No.4) Corp. of ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇

“Borrower Parent” means:

(a)                                  in relation to Borrower A, Bounty Investment Inc;

(b)                                  in relation to Borrower B, Lito Navigation Inc; and

(c)                                   in relation to Borrower C, Bayard Maritime Limited.

“Borrower Revenues” means all amounts received (or, as the case may be, forecast to be received) by the Borrowers including the following:

(a)                                  all Earnings;

(b)                                  all amounts received pursuant to each of the Time Charters;

(c)                                   such other amounts as the Agent and the Borrowers may agree to include as Borrower Revenues,

but excluding:

(d)                                  any amount paid or advanced to the Borrowers under the Finance Documents;

(e)                                   any Requisition Compensation (to the extent related to a Total Loss); or

(f)                                    any Insurance Proceeds (to the extent related to a Total Loss).

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“Borrowings” has the meaning given to it in Clause 21.1 (Financial definitions).

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

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

exceeds:

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

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

“Callback Contact” means the persons set out in Part B of Schedule 11 (Callback Contact), as amended pursuant to Clause 18.4(e).

“Cash” means, at any time, cash denominated in Dollars (or any other currency which is freely transferable and freely convertible) in hand or at bank and (in the latter case) credited to an account in the name of any member of the Group with an Acceptable Bank and to which the relevant member of the Group is alone beneficially entitled and, where held in an account rather than in hand, for so long as:

(a)                                  that cash is repayable within 30 days after the relevant date of calculation;

(b)                                  repayment of that cash is not contingent on the prior discharge of any other indebtedness of any member of the Group or of any other person whatsoever or on the satisfaction of any other condition;

(c)                                   there is no Security over that cash; and

(d)                                  the cash is freely and (except as mentioned in paragraph (a) above) immediately available to be applied in repayment or prepayment of the Facility.

“Cash Equivalent” means at any time:

(a)                                  certificates of deposit maturing within one year after the relevant date of calculation and issued by an Acceptable Bank or a Lender;

(b)                                  any investment in marketable debt obligations issued or guaranteed by the government of the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State (provided always that any such government has a rating for its long-term unsecured and non credit-enhanced debt obligations of A or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or A2 or higher by ▇▇▇▇▇’▇ Investor Services Limited or a comparable rating from an internationally recognised credit rating agency) or by an instrumentality or agency of any

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of them having an equivalent credit rating, maturing within one year after the relevant date of calculation and not convertible or exchangeable to any other security;

(c)                                   commercial paper not convertible or exchangeable to any other security:

(i)                                  for which a recognised trading market exists;

(ii)                               issued by an issuer incorporated in the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State;

(iii)                            which matures within one year after the relevant date of calculation; and

(iv)                           which has a credit rating of either A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by ▇▇▇▇▇’▇ Investor Services Limited, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its long-term unsecured and non-credit enhanced debt obligations, an equivalent rating;

(d)                                  any investment in money market funds which (i) have a credit rating of either A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by ▇▇▇▇▇’▇ Investor Services Limited, (ii) which invest substantially all their assets in securities of the types described in paragraphs (a) to (c) above and (iii) can be turned into cash on not more than 30 days’ notice; or

(e)                                   any other debt security approved by the Majority Lenders,

in each case, denominated in Dollars (or any other currency which is freely transferable and freely convertible) and to which the Guarantor is alone beneficially entitled at that time and which is not issued or guaranteed by any member of the Group or subject to any Security (other than Security arising under this Agreement).

“Change in Law” means the introduction of, or any change in (or in the interpretation, administration or application of), any law or regulation after the date of this Agreement.

“Change of Control” means the occurrence of any of the following:

(a)                                  members of the Coustas Family ceasing to beneficially own and control (either directly or through companies beneficially owned by them or trusts or foundations of which members are beneficiaries) at least 331/3% plus one share of the issued voting share capital of the Guarantor;

(b)                                  ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇ ceases to be the Chief Executive Officer of the Guarantor, unless in the case of his death or disability, a replacement is appointed by the Guarantor’s board of directors, following consultation with the Lenders, in accordance with the applicable corporate policy within 60 days and has given a legally binding acceptance of an offer of employment and, if appropriate, resigned from his existing employment within that time period. This paragraph shall also apply to any replacement person as if references to ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇ were references to that replacement person;

(c)                                   a change in the direct and ultimate ownership of any shares of a Borrower or ultimate control of voting rights of those shares;

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(d)                                  the shares of the Guarantor cease to be listed on NYSE or NASDAQ or any recognised investment exchange (as that term is used in the Financial Services and Markets Act 2000); or

(e)                                   the issued voting share capital of the Guarantor being held, legally or beneficially, by one or more party being no member of the Coustas Family as per (a) above, who when acting in concert control more than 20% of the voting rights in the Guarantor. For these purposes, “acting in concert” means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate:

(i)                                  in the exercise of voting rights attached to shares directly or indirectly controlled by them; or

(ii)                               through the acquisition directly or indirectly of such shares by any of them, either directly or indirectly, to obtain or consolidate control over such shares.

“Charged Assets” means the assets over which the Security is expressed to be created pursuant to any Security Document.

“Charterhire” means all amounts of charterhire due and payable to each Borrower under its Time Charter.

“Classification” means, in relation to each Vessel, the classification as set out in Article I of each Shipbuilding Contract or such other classification as the Agent (acting on the approval of the Majority Lenders acting reasonably) shall, at the request of the Borrower, have agreed in writing shall be treated as the classification.

“Classification Society” means, in relation to each Vessel, Germanischer ▇▇▇▇▇ or such other classification society which the Agent shall, at the request of a Borrower, have agreed (acting reasonably) in writing shall be treated as the Classification Society for that Vessel.

“Commitment” means:

(a)                                  in relation to an Original Lender in respect of any Tranche, the amount in Dollars set opposite its name under the heading “Tranche A Commitment” in respect of any Tranche A Loan, “Tranche B Commitment” in respect of any Tranche B Loan and “Tranche C Commitment” in respect of any Tranche C Loan, respectively as set out in Part II of Schedule 1 (The Original Parties) and the amount of any other Commitment in relation to that Tranche transferred to it under this Agreement or assumed by it in accordance with Clause 2.9 (Increase); and

(b)                                  in relation to any other Lender, the amount in Dollars of any Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.9 (Increase),

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Competent Authority” means any authority, agency, trust, department, inspectorate, minister, ministry, board, division, office, commission or instrumentality, official or public or statutory person (whether autonomous or not and/or having a distinct legal personality) having jurisdiction over any of the parties to or the subject matter of any of the Finance Documents.

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“Compliance Certificate” means a certificate substantially in the form set out in Schedule 8 (Form of Compliance Certificate).

“Compulsory Acquisition” means requisition of title or other compulsory acquisition, requisition, appropriation, expropriation, deprivation, forfeiture or confiscation for any reason of a Vessel, whether de jure or de facto, but shall exclude requisition for use or hire not involving requisition of title.

“Confidential Information” means all information relating to any Obligor, the Group, the Transaction Documents or the Facility of which a Secured Party becomes aware in its capacity as, or for the purpose of becoming, a Secured Party or which is received by a Secured Party in relation to, or for the purpose of becoming a Secured Party under, the Finance Documents or the Facility from either:

(a)                                  any member of the Group or any of its advisers; or

(b)                                  another Secured Party, if the information was obtained by that Secured Party directly or indirectly from any member of the Group or any of its advisers,

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

(i)                                  is or becomes public information other than as a direct or indirect result of any breach by that Secured Party of Clause 27.7 (Disclosure of confidential information);

(ii)                               is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

(iii)                            is known by that Secured Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Secured Party after that date, from a source which is, as far as that Secured Party is aware, unconnected with the Group and which, in either case, as far as that Secured Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

“Confidentiality Undertaking” means a confidentiality undertaking substantially in a recommended form of the LMA or in any other form agreed between the Obligors and the Agent (acting on the instructions of the Majority Lenders).

“Consolidated Debt” has the meaning given to it in Clause 21.1 (Financial definitions).

“Consolidated EBITDA” has the meaning given to it in Clause 21.1 (Financial definitions).

“Consolidated Net Leverage” has the meaning given to it in Clause 21.1 (Financial definitions).

“Contract Price” means, in relation to each Vessel, the price payable by the relevant Borrower to the Seller for the purchase of that Vessel in accordance with the Shipbuilding Contract for that Vessel (as, subject to Clause 23.1 (Shipbuilding Contract) of this Agreement, amended, supplemented and novated from time to time), being US$113,000,000 plus any increases or less

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any decreases due to any adjustment or modifications, if any, pursuant to and in accordance with the relevant Shipbuilding Contract.

“Coustas Family” means ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇, and any Associate of ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇.

“Debt Purchase Transaction” means, in relation to a person, a transaction where such person:

(a)                                  purchases by way of assignment or transfer;

(b)                                  enters into any sub-participation in respect of; or

(c)                                   enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of,

any Commitment or amount outstanding under this Agreement.

“Default” means an Event of Default or any event or circumstance specified in Clause 26 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or the Sinosure Insurance Policy or any combination of any of the foregoing) be an Event of Default.

“Defaulting Lender” means any Lender:

(a)                                  which has failed to make its participation in a Loan available or has notified the Agent that it will not make its participation in a Loan available by the Utilisation Date of that Loan in accordance with Clause 5.4 (Lenders’ participation);

(b)                                  which has otherwise rescinded or repudiated a Finance Document; or

(c)                                   with respect to which an Insolvency Event has occurred and is continuing,

unless, in the case of paragraph (a) above:

(i)                                  its failure to pay is caused by:

(A)                            administrative or technical error; or

(B)                            a Disruption Event; and

payment is made within 3 Business Days of its due date; or

(ii)                               the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

“Delivery” means, in relation to each Vessel, the delivery of that Vessel by the Seller to, and the acceptance of the Vessel by, the relevant Borrower pursuant to the relevant Shipbuilding Contract.

“Delivery Date” means, in relation to each Vessel, the date on which Delivery occurs.

“Delivery Date Backstop” means 21 December 2011 for Vessel A, 31 January 2012 for Vessel B and 26 January 2012 for Vessel C, or such later dates may be permitted under the relevant Shipbuilding Contract for each Vessel as previously approved in writing by the Agent (acting on the instructions of the Majority Lenders).

“Delivery Instalment Fund Transfer Date” means, in relation to a Vessel, the date that the Final Instalment of the Contract Price is to be deposited with the Seller’s Bank prior to the

8

Delivery Date applicable to that Vessel in accordance with the terms of the Shipbuilding Contract relating to that Vessel.

“Disruption Event” means either or both of:

(a)                                  a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facilities (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b)                                  the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i)                                  from performing its payment obligations under the Finance Documents; or

(ii)                               from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“Distribution” has the meaning given to it in Clause 22.14 (Dividends and share redemption).

“DOC” means a document of compliance issued to an Operator in accordance with rule 13 of the ISM Code.

“Earnings” means all moneys whatsoever from time to time due or payable to the Borrowers arising out of the use or operation of the Vessels including (but without limiting the generality of the foregoing) all amounts payable under the Time Charters and all freight, hire and passage moneys, income arising out of pooling arrangements, compensation payable to the Borrowers in the event of requisition of any of the Vessels for hire, remuneration for salvage or towage services, demurrage and detention moneys, contributions in general average and damages for breach (or payments for variation or termination) of any charter party or other contract for the employment of any of the Vessels.

“Earnings Account” means:

(a)                                  in relation to Borrower A, the account entitled “CMA CGM ▇▇▇▇▇▇▇▇ EARNINGS A/C” with account number ▇▇▇▇▇▇▇▇, opened by Borrower A as beneficiary with the Account Bank as beneficiary bank (CITIGB2L) and Citibank N.A. New York as correspondent bank (▇▇▇▇▇▇▇▇) or such other account as is designated by the Agent and the Borrower to be such Borrower’s Earnings Account for the purpose of this Agreement;

(b)                                  in relation to Borrower B, the account entitled “CMA CGM BIANCA EARNINGS A/C” with account number ▇▇▇▇▇▇▇▇, opened by Borrower B as beneficiary with the Account Bank as beneficiary bank (CITIGB2L) and Citibank N.A. New York as correspondent bank (▇▇▇▇▇▇▇▇) or such other account as is designated by the Agent and the Borrower to be such Borrower’s Earnings Account for the purpose of this Agreement; and

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(c)                                   in relation to Borrower C, the account entitled “CMA CGM SAMSON EARNINGS A/C” with account number ▇▇▇▇▇▇▇▇, opened by Borrower C as beneficiary with the Account Bank as beneficiary bank (CITIGB2L) and Citibank N.A. New York as correspondent bank (▇▇▇▇▇▇▇▇) or such other account as is designated by the Agent and the Borrower to be such Borrower’s Earnings Account for the purpose of this Agreement.

“Effective Date” has the meaning given to it in the Amendment Agreement.

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

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

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

(c)                                   land (including land under water).

“Environmental Claim” means any litigation, arbitration or administrative proceedings and any and all enforcement, clean-up, removal or other governmental or regulatory actions or orders instituted or completed pursuant to any Environmental Law or any Environmental Licence together with claims made by any third party relating to damage, contribution, loss or injury, resulting in any such case from any actual or threatened emission, spill, release or discharge of a Hazardous Substance from any Vessel or any other breach of Environmental Law.

“Environmental Law” means all laws and regulations of any relevant jurisdiction and any IMO Guidelines, international treaties and conventions and international maritime regulations concerning or applicable with regard to:

(a)                                  the pollution or protection of, or compensation of harm or damage to, the Environment;

(b)                                  occupational or public health and safety; or

(c)                                   emissions, discharges or releases into, or the presence in, the Environment or the use, treatment, storage, disposal, transportation or handling of Hazardous Substances (including, without limitation, taxation or any obligation to purchase credits or allowances or to provide financial security with regard to any such activities).

“Environmental Licence” means any Authorisation required at any time under Environmental Law in respect of any Vessel or its operation or the carriage of cargo and/or passengers thereon and/or the provision of goods and/or services on or from any Vessel.

“Event of Default” means any event or circumstance specified as such in Clause 26 (Events of Default).

“Existing Hedging Documents” means the 2002 ISDA Master Agreement dated 5 December 2007 between the Original Hedging Bank and the Guarantor, as amended on 21 January 2008 hedging documents including the confirmations in respect of the following “Transactions” (as defined therein):

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“Existing Supervisor” means Danaos Shipping Co. Ltd, a company incorporated under the laws of Cyprus.

“Facility” means the term loan facility made available under this Agreement as described in Clause 2.1 (The Facility).

“Facility Office” means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“Fee Letter” means:

(a)                                  any letter or letters dated on or about the date of this Agreement between, as the case may be, the Arrangers and a Borrower, the Agent and a Borrower or the Sinosure Agent, the Security Agent or the Account Bank and a Borrower setting out any of the fees referred to in Clause 11 (Fees); and

(b)                                  any agreement setting out fees payable to a Finance Party referred to in paragraph (d) of Clause 2.9 (Increase).

“Final Instalment” means in relation to a Vessel, the instalments of the Contract Price payable on the Delivery Instalment Fund Transfer Date relating to that Vessel.

“Final Maturity Date” means:

(a)                                  in relation to Tranche A, the date falling ten years after the Delivery Date for Vessel A;

(b)                                  in relation to Tranche B, the date falling ten years after the Delivery Date for Vessel B; and

(c)                                   in relation to Tranche C, the date falling ten years after the Delivery Date for Vessel C.

“Finance Charges” has the meaning given to it in Clause 21.1 (Financial definitions).

“Finance Document” means this Agreement, any Fee Letter, any Hedging Document, the Intercreditor Agreement, the Manager’s Undertaking, any Security Document and any other document which is from time to time designated as such by the Agent and the Obligors in writing

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and any other agreement or instrument that may be entered into in connection with those documents.

“Finance Lease” means any lease or hire purchase contract which would, in accordance with the Accounting Principles, be treated as a finance or capital lease.

“Finance Party” means the Agent, the Sinosure Agent, the Security Agent, an Arranger, the Account Bank or a Lender.

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

(a)                                  moneys borrowed;

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

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

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

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

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

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

(h)                                  shares which are expressed to be redeemable;

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

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

“Financial Quarter” has the meaning given to it in Clause 21.1 (Financial definitions).

“Financial Statements” means the annual audited, consolidated financial statements of the Guarantor delivered under paragraph (a) of Clause 20.1 (Financial Statements) and the quarterly consolidated financial statements of the Guarantor delivered under paragraph (c)(i) of Clause 20.1 (Financial Statements).

“Financial Year” has the meaning given to it in Clause 21.1 (Financial definitions).

“First Repayment Date” means:

(a)                                  in relation to Tranche A, the date falling six months after the Delivery Date for Vessel A;

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(b)                                  in relation to Tranche B, the date falling six months after the Delivery Date for Vessel B; and

(c)                                   in relation to Tranche C, the date falling six months after the Delivery Date for Vessel C.

“Flag State” means, in relation to each Vessel, Malta or such other state or territory proposed in writing by a Borrower and approved by the Agent (acting on the instructions of the Majority Lenders acting reasonably) in writing.

“Fleet Vessels” has the meaning given to it in Clause 21.1 (Financial definitions).

“Group” means the Guarantor and each of its Subsidiaries for the time being.

“Hazardous Substance” means any waste, pollutant, emission, contaminant, oil (including as defined in the US Oil Pollution Act of 1990), hazardous substances (including as defined in the US Comprehensive Environmental Response Compensation and Liability Act of 1980) or other substance (including any liquid, solid, gas, ion, living organism or noise) that may be harmful to human health or other life or the Environment or that may make the use or ownership of any affected land or property more costly.

“Hedging Bank” means

(a)                                  the Original Hedging Bank; and

(b)                                  any other Lender or Affiliate of a Lender which has become a Hedging Bank in accordance with the terms of the Intercreditor Agreement,

which in each case has not ceased to be a Hedging Bank in accordance with the terms of this Agreement. For the avoidance of doubt, a person shall not cease to be a Hedging Bank solely as a result of its ceasing to be a Lender or an Affiliate of a Lender.

“Hedging Documents” means (i) the Existing Hedging Documents and (ii) any hedging documents (including any confirmations in respect of Transactions entered into thereunder) executed or (as the case may be) to be executed by any Obligor and a Hedging Bank for the purpose of hedging any Obligor’s exposure under or in respect of this Agreement to fluctuations in interest rates and any replacement thereof entered into in accordance with this Agreement.

“Hedging Documents Assignment” means the assignment(s) of the Guarantor’s rights under the Existing Hedging Documents to which the Guarantor is a party, executed or (as the case may be) to be executed by the Guarantor in favour of the Security Agent in the form set out in Schedule 19 (Hedging Documents Assignment).

“Home Jurisdiction” means, in relation to any person, the jurisdiction under the laws of which that person is constituted.

“IFRS” means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

“Illegality Event” means:

(a)                                  it being or becoming impossible or unlawful under any applicable law of a Lender’s Home Jurisdiction or of any jurisdiction in which any action is required to be performed by that Lender for the purposes of any Finance Document for that Lender to participate

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in, or maintain its participation in the relevant Loan, to perform any of its material obligations or to exercise any of its material rights under any of the Finance Documents;

(b)                                  any Finance Document becoming invalid, ineffective or unenforceable, in whole or in part, or ceasing to constitute the legally valid, binding and enforceable obligations of the parties with the result that the interests of any Finance Party under any Finance Document are materially and adversely affected; or

(c)                                   any Security Document ceasing to constitute perfected Security in the relevant Security Property,

in each case as a result of an event which is not caused by, and is beyond the control of, the Obligors.

“Illegality Repayment Date” means, in relation to an Illegality Event, the earliest of:

(a)                                  if the Illegality Event has occurred, the date notified to the Borrower by the Agent to be the Illegality Repayment Date;

(b)                                  if the Illegality Event has not occurred, the date falling thirty (30) days before the date on which the Illegality Event will occur; and

(c)                                   the date agreed by the Agent and the Borrower which falls before the dates referred to in paragraphs (a) and (b) above which would enable the Borrower to minimise the amounts that it is required to pay under paragraph (b) of Clause 7.9 (Restrictions).

“IMO” means the International Maritime Organisation.

“IMO Guidelines” means any guidelines adopted by the IMO from time to time.

“Increase Confirmation” means a confirmation substantially in the form set out in Schedule 12 (Form of Increase Confirmation).

“Increase Lender” has the meaning given to that term in Clause 2.9 (Increase).

“Increased Costs” means:

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

(b)                                  an additional or increased cost; or

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

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

“Indemnitee” means each Secured Party, its successors and assigns, and its shareholders, Affiliates, officers, agents and employees.

“Insolvency Event” in relation to a Finance Party means the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of that Finance Party or all or substantially all of that Finance Party’s assets or any analogous procedure or step is taken in any jurisdiction with respect to that Finance Party.

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“Insurance Advisor” means an internationally recognised insurance advisor to be appointed by the Agent at its discretion.

“Insurance Proceeds” means all proceeds of the Insurances payable to or received by or on behalf of any Obligor but excluding any such proceeds paid directly to a third party claimant.

“Insurances” means all contracts and policies of insurance and/or reinsurance and all entries in clubs and/or associations, of any kind relating to the Vessels taken out or, as the context requires, to be taken out from time to time and maintained in accordance with the Finance Documents, as more particularly described in Clause 25 (Insurances).

“Insured” has the meaning given to it in the Sinosure Insurance Policy.

“Insurers” means the entities with whom the Insurances are effected and maintained.

“Intercreditor Agreement” means the intercreditor agreement entered into on the date of this Agreement between the Original Lenders, the Agent, the Security Agent, the Original Hedging Bank and the Obligors.

“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest).

“ISM Code” means the International Management Code for the Safe Operation of Ships and for Pollution Prevention constituted pursuant to Resolution A 741 (18) and A 788 (19) of the International Maritime Organisation and incorporated into the International Convention for the Safety of Life at Sea (SOLAS), 1974 (as amended), and includes any amendments or extensions thereto and any regulation issued pursuant thereto.

“ISPS Code” means the International Ship and Port Facility Security Code adopted by the International Maritime Organisation and includes any amendments or extensions thereto and any regulation issued pursuant thereto.

“LCIA” means the LCIA, previously known as the London Court of International Arbitration.

“LCIA Rules” means the Rules of Arbitration of the LCIA at the time a Party files a request for arbitration in accordance with Clause 43.1(a) of this Agreement.

“Lender” means:

(a)                                  any Original Lender; and

(b)                                  any other bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 2.9 (Increase) or Clause 27 (Changes to the Lenders),

which in each case has not ceased to be a Party in accordance with the terms of this Agreement and “Lenders” means all of them.

“Liabilities” means all present and future moneys, debts and liabilities and obligations due, owing or incurred by the Obligors to any Secured Party under or in connection with any Finance Document (in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently and whether as principal, guarantor, surety or otherwise).

“LIBOR” means, in relation to any Loan:

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(a)                                  the applicable Screen Rate; or

(b)                                  (if no Screen Rate is available for the currency or Interest Period of that Loan) the Reference Bank Rate,

as of the Specified Time on the Quotation Day for the currency of that Loan and for a period comparable to the Interest Period of that Loan and, if any such applicable Screen Rate or Reference Bank Rate is below zero, LIBOR will be deemed to be zero.

“LMA” means the Loan Market Association.

“Loan” means a Tranche A Loan, a Tranche B Loan or a Tranche C Loan.

“Losses” includes all losses, payments, damages, liabilities, claims, proceedings, actions, penalties, fines, duties, fees, rates, levies, charges, demands, royalties or other sanctions of a monetary nature, insurance premiums, calls, judgements, costs and expenses and “Loss” shall be construed accordingly.

“Loss Payable Clause” means the loss payable clause substantially in the form set out in Schedule 11 (Form of Loss Payable Clause).

“Majority Hedging Bank” has the meaning given to that term in the Intercreditor Agreement.

“Majority Lenders” means:

(a)                                  if there are no Loans then outstanding, at least 2 Lenders whose Commitments aggregate not less than 71 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated not less than 71 per cent. of the Total Commitments immediately prior to the reduction); or

(b)                                  at any other time, at least 2 Lenders whose participations in the Loans then outstanding aggregate not less than 71 per cent. of all the Loans then outstanding.

“Management Agreement” means:

(a)                                  in relation to Vessel A, the management agreement to be entered into between Borrower A and the Manager;

(b)                                  in relation to Vessel B, the management agreement to be entered into between Borrower B and the Manager; and

(c)                                   in relation to Vessel C, the management agreement to be entered into between Borrower C and the Manager,

and collectively the “Management Agreements”.

“Management Agreement Assignment” means each assignment of a Borrower’s rights under the Management Agreement to which it is a Party, executed or (as the case may be) to be executed by the relevant Borrower in favour of the Security Agent and collectively the “Management Agreement Assignments”.

“Manager” means, in relation to each Vessel, Danaos Shipping Company Limited or any replacement thereof as manager of the relevant Vessel appointed by the Borrower with the prior written consent of the Agent (acting on the instructions of the Majority Lenders).

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“Manager’s Undertaking” means, in relation to each Vessel, an undertaking executed or to be executed by the Manager in favour of the Security Agent in the form set out in Schedule 16 (Form of Manager’s Undertaking).

“Mandatory Cost” means the percentage rate per annum calculated by the Agent in accordance with Schedule 4 (Mandatory Cost formula).

“Margin” means 2.85 per cent. per annum.

“Market Value” has the meaning given to it in Clause 21.1 (Financial definitions).

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

(a)                                  the business, condition (financial or otherwise) or operations, performances, properties or prospects of the Group or the Obligors taken as a whole;

(b)                                  the ability of any Obligor to perform and comply with its obligations under any Finance Document or the ability of Sinosure to perform and comply with its obligations under the Sinosure Insurance Policy;

(c)                                   the validity, legality or enforceability of any Finance Document or the Sinosure Insurance Policy or the rights or remedies of any Secured Party thereunder; or

(d)                                  the validity, legality or enforceability of any Security expressed to be created pursuant to any Security Document or on the priority and ranking of any of that Security.

“MII Policy” means a mortgagees’ interest policy on terms and conditions provided by an independent insurance broker as approved by the Security Agent and maintained by the Security Agent in accordance with Clause 25 (Insurance).

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a)                                  if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; and

(b)                                  if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month.

The above rules will only apply to the last Month of any period.

“Mortgage” means each first priority mortgage in the form approved by the Flag State and any deed of covenant collateral thereto, respectively executed or to be executed in respect of the Vessels by the relevant Borrower in favour of the Security Agent in the form set out in Schedule 13 (Form of Mortgage) and collectively the “Mortgages”.

“Net Income” has the meaning given to it in Clause 21.1 (Financial definitions).

“Net Interest Expense” has the meaning given to it in Clause 21.1 (Financial definitions).

“New Lender” has the meaning given to it in Clause 27.1 (Assignments and transfers by the Lenders).

“Non-Recurring Items” has the meaning given to it in Clause 21.1 (Financial definitions).

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“Obligor” means a Borrower or the Guarantor.

“Operative Documents” means:

(a)                                  the Management Agreements;

(b)                                  the Shipbuilding Contracts;

(c)                                   the Sinosure Insurance Policy;

(d)                                  the Time Charters; and

(e)                                   any other document which the Borrowers and the Agent agree in writing to be material to the financing hereunder and designate as an Operative Document,

in each case until such document has lapsed, been fully performed or expired in accordance with its terms.

“Operator” means any person who is from time to time concerned in the operation of a Vessel and falls within the definition of “Company” set out in rule 1.1.2 of the ISM Code.

“Original Financial Statements” means in relation to the Guarantor, the audited consolidated financial statements of the Group for the financial year ended 31 December 2009.

“Original Lenders” means the Lenders identified in Part II of Schedule 1 and which were Lenders under this Agreement as of 21 February 2011.

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

“Party” means a party to this Agreement including any New Lender who has become a party to this Agreement pursuant to Clause 27.5 (Procedure for transfer) and, for the purposes of Clause 29 (Role of the Security Agent, the Agent and the Arranger) and Schedule 7 (Security Agency provisions), includes any Secured Party.

“Permitted Liens” means:

(a)                                  any Security in favour of a Secured Party created pursuant to the Security Documents;

(b)                                  any lien for master’s, officer’s, crew’s or stevedores’ wages outstanding in the ordinary course of trading;

(c)                                   any lien for salvage or collision;

(d)                                  any ship repairer’s or outfitter’s possessory lien for a sum not (except with the prior written consent of the Agent) exceeding $750,000 but only to the extent such lien does not, when aggregated with any other such lien existing in respect of the Group, exceed $2,000,000;

(e)                                   liens arising in the ordinary course of trading by statute or by operation of law in respect of obligations which are not overdue;

(f)                                    any Security over goods supplied to a Borrower in the ordinary course of business arising out of the retention of title or similar provision in the supplier’s standard

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conditions of supply when the amount secured by such Security does not exceed $500,000; and

(g)                                   liens for Taxes which are either not yet assessed or, if assessed, not yet due, or which are being contested in good faith by appropriate proceedings (and for the payment of which adequate reserves have been provided) so long as any such proceedings or the continued existence of such lien do not involve any reasonable likelihood of the sale, forfeiture or loss of, or of any interest in, a Vessel,

provided that in the case of paragraph (b) to (f), the amounts which give rise to such Security are not overdue or which are being contested in good faith by appropriate proceedings (and for the payment of which adequate reserves have been provided) so long as any such proceedings or the continued existence of such lien do not involve any reasonable likelihood of the sale, forfeiture or loss of, or of any interest in, a Vessel.

“Pollutant” means and includes pollutants, contaminants, toxic substances, oil as defined in the United States Oil Pollution Act of 1990 and all hazardous substances as defined in the United States Comprehensive Environmental Response, Compensation and Liability ▇▇▇ ▇▇▇▇;

“PRC” means the People’s Republic of China.

“Preplacement Date” for a Vessel, has the meaning given to it in Clause 4.2(b).

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

“Quotation Day” means, in relation to an interest rate to be determined for a daily period, that day, and in relation to any other period for which an interest rate is to be determined, two Business Days before the first day of that period unless market practice differs in the Relevant Interbank Market, in which case the Quotation Day will be determined by the Agent in accordance with market practice in the Relevant Interbank Market (and if quotations for that currency and period would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days).

“Reference Bank Rate” means the arithmetic mean of the rates (rounded upwards to four decimal places), as supplied to the Agent at its request by the Reference Banks, as the rate at which the relevant Reference Bank could borrow funds in the London interbank market in the relevant currency and for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period.

“Reference Banks” means, in relation to LIBOR and Mandatory Cost, the principal London offices of Citibank N.A., HSBC Bank PLC and Barclays Bank PLC or such other banks as may be appointed by the Agent in consultation with the Obligors.

“Registry” means the offices of the Malta International Ship Register or such other registry of such other state or territory proposed in writing by a Borrower and approved by the Agent in writing.

“Regulatory Agency” means any Competent Authority or other organisation in the Flag State which has been designated by the government of the Flag State to implement and/or administer the provisions of the ISM Code.

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“Related Fund” in relation to a fund (the “first fund”), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund, or if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

“Related Indemnitee” means, in relation to any Party, any shareholder, Affiliate, officer, agent or employee of that Party who is an Indemnitee.

“Relevant Interbank Market” means the London interbank market.

“Relevant Period” has the meaning given to it in Clause 21.1 (Financial definitions).

“Repayment Date” means in relation to each Tranche, the First Repayment Date relating to that Tranche and each date falling at six-Monthly intervals thereafter up to and including the Final Maturity Date relating to that Tranche.

“Repeating Representations” means each of the representations set out in Clauses 19.1(a) (Status) to 19.1(d) (Power and authority), 19.1(f) (Governing law and enforcement), 19.1(i) (No default), 19.1(k) (Financial statements) to 19.1(y) (Solvency) and, following a Delivery Date, Clauses 19.2(a) (Vessels) to 19.2(h) (ISM Code and ISPS Code compliance).

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“Requisition Compensation” means all sums of money or other compensation from time to time payable by reason of the Compulsory Acquisition of a Vessel.

“Restructuring Agreement” means the Restructuring Agreement in relation to the Guarantor and its group, dated 24 January 2011.

“Scheduled Delivery Date” for a Vessel, has the meaning given to it in Clause 4.2(b).

“Screen Rate” means the London interbank offered rate administered by the British Bankers Association (or any other person which takes over the administration of that rate) for the relevant currency and period displayed on pages LIBOR01 or LIBOR02 of the Reuters screen (or any replacement Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Reuters. If such page or service ceases to be available, the Agent may specify another page or service displaying the relevant rate after consultation with the Obligors and the Lenders.

“Secured Party” means a Finance Party and/or a Hedging Bank.

“Security” means a mortgage, charge, pledge, lien, hypothecation, assignment, trust arrangement, or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Security Document” means:

(a)                                  the Accounts Charges;

(b)                                  the Assignments of Earnings and Insurances;

(c)                                   the Hedging Documents Assignment;

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(d)                                  the Manager’s Undertaking;

(e)                                   the Mortgages;

(f)                                    the Management Agreement Assignments;

(g)                                   the Share Charges;

(h)                                  the Time Charter Assignments; and

(i)                                      all other agreements and documents executed from time to time pursuant to any of the foregoing including, to the extent not listed above, all notices of assignment given pursuant to, and as contemplated by, any of the documents in paragraphs (a) to (h) above and the acknowledgements to the notices of assignment (in a form acceptable to the Agent) and any present or future document confirming or evidencing any Security or guarantee for, or in relation to, any amount owed to the Secured Parties; and

(j)                                     any other agreement or document which the Security Agent may from time to time designate in writing as a Security Document with the consent of the Borrowers (such consent not to be unreasonably withheld or delayed).

“Security Property” has the meaning given to it in Schedule 7 (Security agency provisions).

“Seller” means, together, the Shipbuilder and China Shipbuilding Trading Company Limited, a company organised and existing under the laws of the People’s Republic of China, having its registered office at ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇.▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, the People’s Republic of China.

“Seller’s Account” means the account of the Seller held with the Seller’s Bank at Bank of China, New York Branch, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇, ▇▇▇, for credit to the account of the Shipbuilder with Bank of China, Head Office, Banking Department, Beijing, the People’s Republic of China with account number 00070318094014.

“Seller’s Bank” means a bank of the Seller previously approved in writing by the Agent.

“Senior Discharge Date” has the meaning given to that term in the Intercreditor Agreement.

“Share Charge” means each share charge executed or (as the case may be) to be executed by the legal and beneficial owners of the issued share capital in each Borrower in favour of the Security Agent in the form set out in Schedule 18 (Form of Share Charge) and collectively the “Share Charges”.

“Shipbuilder” means Shanghai Jiangnan Changxing Heavy Industry Company Limited, a company organised and existing under the laws of the People’s Republic of China, having its registered office at ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇(▇▇), ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, The People’s Republic of China.

“Shipbuilding Contract” means:

(a)                                  in relation to Vessel A, the shipbuilding contract entered into in respect of Vessel A between Borrower A and the Seller dated 2 March 2007;

(b)                                  in relation to Vessel B, the shipbuilding contract entered into in respect of Vessel B between Borrower B and the Seller dated 2 March 2007; and

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(c)                                   in relation to Vessel C, the shipbuilding contract entered into in respect of Vessel C between Borrower C and the Seller dated 2 March 2007,

and collectively the “Shipbuilding Contracts”.

“Sinosure” means China Export & Credit Insurance Corporation, a company incorporated under the laws of PRC, having its head office at ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇.

“Sinosure Insurance Policy” means the policy of medium and long term export insurance issued by Sinosure to the Insured in respect of the risks arising under this Agreement, providing a compensation covering no less than 95% of the aggregate of the principal and accrued interest under the Facility commercial and political cover in a form and substance acceptable to the Lenders.

“Sinosure Premium” means the insurance premium of US$8,798148.66 payable in Dollars to Sinosure under the Sinosure Insurance Policy in respect of the cover provided by Sinosure under the Sinosure Insurance Policy.

“SMC” means a safety management certificate to be issued in respect of each of the Vessels in accordance with rule 13 of the ISM Code.

“Specified Amount” has the meaning given to it in Clause 20.6(e).

“Specified Time” means a time determined in accordance with Schedule 9 (Timetables).

“Subsidiary” means in relation to any company, corporation or other legal entity, (a “holding company”), a company, corporation or other legal entity:

(a)                                  which is controlled, directly or indirectly, by the holding company;

(b)                                  more than half the issued share capital of which is beneficially owned, directly or indirectly, by the holding company; or

(c)                                   which is a subsidiary of another subsidiary of the holding company,

and, for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to determine the composition of the majority of its board of directors or equivalent body.

“Successor Appointment Period” means the period from the date of the written notice (as required by paragraph (a) of Clause 31.8) until the date falling thirty (30) clear days, or such longer period as is set out in the notice, following receipt (or deemed receipt) by the Borrowers and the Agent of such written notice.

“Swap Rate” means for any applicable period:

(a)                                  the rate per annum equal to the quotation for Dollars for a period equal to, or as near as possible equal to, the relevant applicable period which appears on page ISDAFIX1 (or other replacement or appropriate page) of the Reuters Monitor Money Rates Service on the Second Business Day prior to the commencement of the applicable period as of 11.00 a.m. New York time; and

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(b)                                  if the Majority Lenders do not consider the rate quoted by Reuters Monitor Money Rates Service to accurately reflect the interest swap rate or if no rate is quoted on the appropriate page of the Reuters Monitor Money Rates Service, the rate per annum determined by the Majority Lenders to be the Swap Rate for a period equal to, or as near as possible equal, to the relevant applicable period. If the agreed service ceases to be available, the Agent may specify another page or service displaying the appropriate rate after consultation with the Guarantor and the Lenders.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

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

“Time Charter” means:

(a)                                  in relation to Vessel A, the time charter entered into in respect of Vessel A between Borrower A and the Time Charterer dated 17 September 2007;

(b)                                  in relation to Vessel B, the time charter entered into in respect of Vessel B between Borrower B and the Time Charterer dated 17 September 2007; and

(c)                                   in relation to Vessel C, the time charter entered into in respect of Vessel C between Borrower C and the Time Charterer dated 17 September 2007,

and collectively the “Time Charters”.

“Time Charter Assignment” means each assignment of the Time Charter relating to a Vessel, executed or to be executed by the relevant Borrower relating to that vessel in favour of the Security Agent in the form set out in Schedule 14 (Form of Time Charter Assignment) and collectively the “Time Charter Assignments”.

“Time Charterer” means CMA CGM S.A., or any other entity approved by the Agent (acting on the instructions of the Majority Lenders) as a time charterer.

“Total Commitments” means the aggregate of the Commitments being US$203,400,000 at the date of this Agreement.

“Total Consolidated Assets” has the meaning given to it in Clause 21.1 (Financial definitions).

“Total Consolidated Liabilities” has the meaning given to it in Clause 21.1 (Financial definitions).

“Total Loss” means, in relation to each Vessel:

(a)                                  the actual, constructive, compromised, agreed or arranged total loss of that Vessel; or

(b)                                  the Compulsory Acquisition of that Vessel; or

(c)                                   the hijacking, theft, condemnation, capture, seizure, arrest, detention or confiscation of that Vessel (other than where the same amounts to Compulsory Acquisition of that Vessel) which deprives the relevant Borrower of the use of such Vessel for 30 consecutive days;

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

(a)                                  in the case of an actual total loss of a Vessel, on the actual date and at the time such Vessel was lost or, if such date is not known, on the date on which such Vessel was last reported;

(b)                                  in the case of a constructive total loss of a Vessel, upon the date and at the time notice of abandonment of that Vessel is given to the insurers of such Vessel for the time being (provided a claim for total loss is admitted by such insurers) or, if such insurers do not forthwith admit such a claim, at the date and at the time at which either a total loss is subsequently admitted by the insurers or a total loss is subsequently adjudged by a competent court of law or arbitration tribunal to have occurred and, in any event, no later than one hundred and twenty (120) days after the date on which the Vessel was lost, or if such date is not known, after the date on which such Vessel, was last reported;

(c)                                   in the case of a compromised, agreed or arranged total loss of a Vessel, on the date upon which a binding agreement as to such compromised, agreed or arranged total loss has been entered into by the insurers of such Vessel;

(d)                                  in the case of Compulsory Acquisition of a Vessel, on the date upon which the relevant requisition of title or other compulsory acquisition occurs; and

(e)                                   in the case of hijacking, theft, condemnation, capture, seizure, arrest, detention or confiscation of a Vessel (other than where the same amounts to Compulsory Acquisition of such Vessel) which deprives the relevant Borrower of the use of such Vessel for 30 consecutive days, upon the expiry of the period of 30 days after the date upon which the relevant hijacking, theft, condemnation, capture, seizure, arrest, detention or confiscation occurred.

“Total Loss Proceeds” means, in relation to each Vessel, the insurance proceeds, Requisition Compensation, or refund from the Seller in accordance with Article XII 2(b) of the relevant Shipbuilding Contract upon a Total Loss of that Vessel prior to its Delivery or any other amount by way of compensation, damages or similar payment for the loss of or damage to the Vessel arising in each case in respect of a Total Loss of that Vessel.

“Total Loss Repayment Date” means, in relation to each Vessel, the earlier of:

(a)                                  the next Repayment Date following receipt of any Total Loss Proceeds for that Vessel; and

(b)                                  the date falling one hundred and twenty (120) days after the Total Loss Date for that Vessel; or

such other date as the Agent (acting on the instructions of the Majority Lenders) may direct.

“Total MtM Exposure” means the total ▇▇▇▇ to market exposure of all transactions under the Hedging Documents.

“Tranche” means Tranche A, Tranche B or Tranche C, as appropriate.

“Tranche A” means Tranche A of the Facility made available under this Agreement as described in Clause 2.2(a) (Tranche A).

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“Tranche A Loan” means a loan made or to be made under Tranche A of the Facility or the principal amount outstanding for the time being of that loan.

“Tranche B” means Tranche B of the Facility made available under this Agreement as described in Clause 2.3(a) (Tranche B).

“Tranche B Loan” means a loan made or to be made under Tranche B of the Facility or the principal amount outstanding for the time being of that loan.

“Tranche C” means Tranche C of the Facility made available under this Agreement as described in Clause 2.4(a) (Tranche C).

“Tranche C Loan” means a loan made or to be made under Tranche C or the principal amount outstanding for the time being of that loan.

“Transaction” means a Transaction as defined and entered into pursuant to any of the Hedging Documents.

“Transaction Document” means each Operative Document and each Finance Document and collectively the “Transaction Documents”.

“Transfer Certificate” means a certificate substantially in the form set out in Part I of Schedule 5 (Form of Transfer Certificate and Accession Letter) or any other form agreed between the Agent and the Obligors.

“Transfer Date” means, in relation to a transfer, the later of:

(a)                                  the proposed Transfer Date specified in the Transfer Certificate; and

(b)                                  the date on which the Agent executes the Transfer Certificate.

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

“US Operations” means any operations, loading or discharging of cargo in the United States of America or transit through the “exclusive economic zone” as defined in the US Oil Pollution Act of 1990 (or any part thereof).

“US$” and “$” and “Dollars” means the lawful currency for the time being of the United States of America.

“Utilisation” means a utilisation of the Facility.

“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Loan is to be made.

“Utilisation Request” means a notice substantially in the form set out in Schedule 3 (Requests).

“Valuation” means in relation to a Vessel or a Fleet Vessel, a valuation performed pursuant to Clause 24.8 (Valuations).

“VAT” means value added tax as provided for in the Value Added Tax ▇▇▇ ▇▇▇▇ and any other tax of a similar nature.

“Vessel” means Vessel A, Vessel B or Vessel C, as appropriate.

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“Vessel A” means a 8,530 teu container ship of approximately 101,000 dwt to be built by the Shipbuilder pursuant to the Shipbuilding Contract for Vessel A, which is to be identified during construction as Hull No. Z00002 and which is to be registered in the name of Borrower A through the Registry upon its Delivery Date.

“Vessel B” means a 8,530 teu container ship of approximately 101,000 dwt to be built by the Shipbuilder pursuant to the Shipbuilding Contract for Vessel B, which is to be identified during construction as Hull No. Z00003 and which is to be registered in the name of Borrower B through the Registry upon its Delivery Date.

“Vessel C” means a 8,530 teu container ship of approximately 101,000 dwt to be built by the Shipbuilder pursuant to the Shipbuilding Contract for Vessel C, which is to be identified during construction as Hull No. Z00004 and which is to be registered in the name of Borrower C through the Registry upon its Delivery Date.

“Vote Disclosure Termination Date” means the date on which the Agent issues a notice pursuant to Clause 29.2(h)(ii) of this Agreement.

1.2                         Construction

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

(i)                                      the “Agent”, the “Sinosure Agent”, any “Arranger”, any “Finance Party”, any “Hedging Bank”, “Sinosure”, any “Lender”, any “Obligor”, any “Party”, any “Secured Party” or the “Security Agent” shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

(ii)                                   “assets” includes present and future properties, revenues and rights of every description;

(iii)                                a “Finance Document”, an “Operative Document”, a “Transaction Document” or any other agreement or instrument is a reference to that Finance Document, Operative Document, Transaction Document or other agreement or instrument as amended, novated, supplemented, extended, restated (however fundamentally and whether or not more onerously) or replaced and includes any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under that Finance Document or other agreement or instrument;

(iv)                               “indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(v)                                  a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);

(vi)                               a “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 organisation;

(vii)                            a provision of law is a reference to that provision as amended or re-enacted;

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(viii)                         a time of day is a reference to London time;

(ix)                               “law” includes, common, customary or civil law or any constitution, decree, judgment, legislation, order, ordinance, treaty or other legislative, judicial or administrative measure, requirement or decision (or its interpretation or application) whether or not having the force of law but if not having the force of law only if the persons to whom it is intended to apply generally comply with it; and

(x)                                  a “party” to any agreement or instrument includes a reference to that person’s successors, permitted assigns and permitted transferees.

(b)                           Section, Clause and Schedule headings are for ease of reference only.

(c)                            Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(d)                           A Default (other than an Event of Default) is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if it has not been waived.

1.3                         Third Party rights

(a)                           A Party may enforce the provisions of any indemnity set out in this Agreement on behalf of any Related Indemnitee.

(b)                           Subject to paragraph (a) above, the terms of this Agreement may be enforced only by a Party to it and the operation of the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ is excluded.

(c)                            Notwithstanding any provision of this Agreement, the Parties do not require the consent of any third party to rescind or vary this Agreement at any time.

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SECTION 2

THE FACILITY

2.                                THE FACILITY

2.1                         The Facility

Subject to the terms of this Agreement, the Lenders make available to the Borrowers a term loan facility in Dollars in an aggregate amount equal to the Total Commitments.

2.2                         Tranche A

(a)                           Subject to the terms of this Agreement, the Lenders make available Tranche A of the Facility to Borrower A in respect of Vessel A, in an amount not exceeding the aggregate of the Commitments applicable to Tranche A.

(b)                           Two (2) Loans only may be requested under Tranche A of the Facility in respect of Vessel A:

(i)                                      the first such Loan shall be in an amount which is the lower of US$67,800,000 and such part (if any) of the Final Instalment of the Contract Price due by Borrower A to the Seller under Shipbuilding Contract for Vessel A and shall be used in or towards payment of such part (if any) of the Final Instalment on the Delivery Instalment Fund Transfer Date; and

(ii)                                   the second such Loan shall be in an amount equal to the Available Commitment in respect of Tranche A which remains after deducting the amount in paragraph (i) above and shall, on the Delivery Date for Vessel A, be used for the purposes set out in Clause 3.1 (Purpose).

2.3                         Tranche B

(a)                           Subject to the terms of this Agreement, the Lenders make available Tranche B of the Facility to Borrower B in respect of Vessel B in an amount not exceeding the aggregate of the Commitments applicable to Tranche B.

(b)                           Two (2) Loans only may be requested under Tranche B of the Facility in respect of Vessel B:

(i)                                      the first such Loan shall be in an amount which is the lower of US$67,800,000 and such part (if any) of the Final Instalment of the Contract Price due by Borrower B to the Seller under Shipbuilding Contract for Vessel B and shall be used in or towards payment of such part (if any) of the Final Instalment on the Delivery Instalment Fund Transfer Date; and

(ii)                                   the second such Loan shall be in an amount equal to the Available Commitment in respect of Tranche B which remains after deducting the amount in paragraph (i) above and shall, on the Delivery Date for Vessel B, be used for the purposes set out in Clause 3.1 (Purpose).

2.4                         Tranche C

(a)                           Subject to the terms of this Agreement, the Lenders make available Tranche C of the Facility to Borrower C in respect of Vessel C in an amount not exceeding the aggregate of the Commitments applicable to Tranche C.

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(b)                           Two (2) Loans only may be requested under Tranche C of the Facility in respect of Vessel C:

(i)                                      the first such Loan shall be in an amount which is the lower of US$67,800,000 and such part (if any) of the Final Instalment of the Contract Price due by Borrower C to the Seller under Shipbuilding Contract for Vessel C and shall be used in or towards payment of such part (if any) of the Final Instalment on the Delivery Instalment Fund Transfer Date; and

(ii)                                   the second such Loan shall be in an amount equal to the Available Commitment in respect of Tranche C which remains after deducting the amount in paragraph (i) above and shall, on the Delivery Date for Vessel C, be used for the purposes set out in Clause 3.1 (Purpose).

2.5                         Sinosure override

(a)                           Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall oblige any Secured Party to act (or omit to act) in a manner that is inconsistent with any requirement of Sinosure under or in connection with the Sinosure Insurance Policy and, in particular:

(i)                                      the Agent shall be authorised to take all such actions as it may deem necessary to ensure that all requirements of Sinosure under or in connection with the Sinosure Insurance Policy are complied with; and

(ii)                                   the Agent shall not be obliged to do anything if, in its opinion, to do so could result in a breach of any requirements of Sinosure under or in connection with the Sinosure Insurance Policy or affect the validity of the Sinosure Insurance Policy.

(b)                           Nothing in this Clause 2.5 (Sinosure override) shall affect the rights or obligations of the Obligors.

2.6                         Secured Parties’ rights and obligations

(a)                           The obligations of each Secured Party under the Finance Documents are several. Failure by a Secured Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Secured Party is responsible for the obligations of any other Secured Party under the Finance Documents.

(b)                           The rights of each Secured Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Secured Party from an Obligor shall be a separate and independent debt.

(c)                            A Secured Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

2.7                         Termination of Commitments

The Lenders’ Commitment under the Facility in respect of a Tranche will terminate on the expiry of the Availability Period relating to that Tranche or, if earlier, upon the relevant Vessel the subject of that Tranche being sold or becoming a Total Loss. Any part of a Commitment undrawn at the end of the Availability Period or upon the relevant Vessel being sold or becoming a Total Loss will be immediately cancelled.

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2.8                         Obligors’ rights and obligations

(a)                           The obligations of each of the Obligors under this Agreement and the Finance Documents, including the obligations to repay Loans and make payments under Hedging Documents, shall be joint and several, and absolute and unconditional. The failure by an Obligor to perform its obligations under the Finance Documents shall constitute a failure by each other Obligor in the performance of its obligations under the Finance Documents. Each Obligor shall be responsible for the performance of the obligations of the other Obligors under the Finance Documents.

(b)                           The Secured Parties or any of them may take action against any of the Obligors and/or may release or compromise in whole or in part the liability of any of the Obligors under this Agreement or any other Finance Document or grant any time or other indulgence to any of the Obligors in each case without affecting the liability of each other Obligor.

(c)                            Each Obligor may separately enforce its rights under the Finance Documents and such rights may not be enforced by any other Obligor.

(d)                           Each Obligor agrees to be bound by the Finance Documents to which it is, or is to be, a party notwithstanding that each other Obligor which is intended to sign or to be bound may not do so or be effectually bound and notwithstanding that any of the Finance Documents may be invalid or unenforceable against any other Obligor, whether or not the deficiency is known to any Finance Party.

(e)                            None of the obligations or liabilities of the Obligors under this Agreement or any other Finance Document shall be discharged or reduced by reason of:

(i)                                      the insolvency, liquidation, dissolution, winding-up, administration, receivership, amalgamation, reconstruction or other incapacity of any person whatsoever or any change of name or style or constitution of an Obligor or any other person liable;

(ii)                                   any Finance Party granting any time, indulgence or concession to, or compounding with, discharging, releasing or varying the liability of, an Obligor or any other person liable or renewing, determining, varying or increasing, any accommodation, facility or transaction or otherwise dealing with the same in any manner whatsoever, or concurring in, accepting, varying any compromise, arrangement or settlement or omitting to claim or enforce payment from an Obligor or any other person liable; or

(iii)                                anything done or omitted which but for this provision might operate to exonerate the Obligors or any of them.

(f)                             None of the Finance Parties shall be obliged to make any claim or demand or to resort to any Finance Document or other means of payment now or hereafter held by or available to it for enforcing this Agreement or any of the Finance Documents against an Obligor or any other person liable and no action taken or omitted by the Finance Parties in connection with any such Finance Document or other means of payment will discharge, reduce, prejudice or affect the liability of the Obligors under this Agreement and the Finance Documents to which they are, or are to be, a party.

(g)                            Each Obligor agrees that, while any part of the Total Commitment remains outstanding, and until the Agent is satisfied that all the Liabilities have been irrevocably paid in full and that all facilities

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which might give rise to the Liabilities have terminated, it will not, without the prior written consent of the Agent:

(i)                                      exercise any right of subrogation, reimbursement, contribution and indemnity against any other Obligor or any other person liable;

(ii)                                   demand or accept repayment in whole or in part of any Financial Indebtedness now or hereafter due to such Obligor from any other Obligor or from any other person liable or demand or accept any guarantee, indemnity or other assurance against financial loss or any document or instrument creating or evidencing any Security in respect of the same or dispose of the same;

(iii)                                take any steps to enforce any right against any other Obligor or any other person liable in respect of any such moneys; or

(iv)                               claim any set-off or counterclaim against any other Obligor or any other person liable or claiming or proving in competition with any Finance Party in the liquidation of any other Obligor or any other person liable or have the benefit of, or share in, any payment from or composition with, any other Obligor or any other person liable or any other Finance Document now or hereafter held by any Finance Party for any moneys owing under this Agreement or for the obligations or liabilities of any other person liable but so that, if so directed by the Agent it will prove for the whole or any part of its claim in the liquidation of any other Obligor or other person liable on terms that the benefit of such proof and all moneys received by it in respect thereof shall be held on trust for the Finance Parties and applied in or towards discharge of any moneys owing under the Finance Documents in such manner as the Agent shall deem appropriate.

2.9                         Increase

(a)                           The Guarantor may by giving prior notice to the Agent by no later than the date falling 5 Business Days after the effective date of a cancellation of the Available Commitments of a Defaulting Lender in accordance with Clause 7.8 (Right of cancellation in relation to a Defaulting Lender, request that the Total Commitments be increased (and the Total Commitments under that Facility shall be so increased) in an aggregate amount in Dollars of up to the amount of the Available Commitments or Commitments so cancelled as follows:

(A)                            the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds, Sinosure or other entities (each an “Increase Lender”) selected by the Guarantor (each of which shall not be a member of the Group and which is further acceptable to the Agent (acting on the instructions of all of the Lenders)) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender;

(B)                            each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender;

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(C)                            each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender;

(D)                            the Commitments of the other Lenders shall continue in full force and effect; and

(E)                             any increase in the Total Commitments shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied.

(b)                           An increase in the Total Commitments will only be effective on:

(i)                                      the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; and

(ii)                                   in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase:

(A)                            the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and

(B)                            the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company and the Increase Lender.

(c)                            Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective.

(d)                           The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter.

(e)                           Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to:

(i)                                      an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase;

(ii)                                   the “New Lender” were references to that “Increase Lender”; and

(iii)                                a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.”

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3.                                PURPOSE

3.1                         Purpose

Each Borrower shall apply all amounts borrowed by it under any Tranche of the Facility towards (i) such part (if any) of the Final Instalment of the relevant Vessel the subject of that Tranche and (ii) refinancing such part of the Contract Price paid by the relevant Borrower in respect of that Vessel, respectively as referred to in Clause 2 (The Facility). The Facility consists of Tranche A (applicable to Vessel A), Tranche B (applicable to Vessel B) and Tranche C (applicable to Vessel C).

3.2                         Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4.                                CONDITIONS OF UTILISATION

4.1                         Initial Conditions precedent

(a)                           A Borrower may deliver a Utilisation Request if the Agent has received all of the documents and other evidence listed in Part I of Schedule 2 (Initial Conditions Precedent) in form and substance satisfactory to the Agent. The Agent shall notify the relevant Borrower and the Lenders promptly upon being so satisfied.

(b)                           The Agent shall not:

(i)                                      confirm that the Sinosure Insurance Policy is in a form and substance satisfactory to it; or

(ii)                                   waive delivery of the Sinosure Insurance Policy as a condition precedent under paragraph 1 (f) of Part I of Schedule 2 (Initial Conditions Precedent),

unless instructed to do so by all of the Lenders.

4.2                         Conditions precedent to a Loan

(a)                           The obligation of the Lenders to make a Loan shall be subject to the condition that the Agent has received, not later than three (3) Business Days before the day on which such Loan is to be made, all of the documents and other evidence listed in Part II of Schedule 2 (Conditions precedent to a Loan) in form and substance satisfactory to the Agent. The Agent shall notify the relevant Borrower and the other Secured Parties promptly upon being so satisfied.

(b)                           The Lenders and the Agent acknowledge that, pursuant to Article II 4(f) of any Shipbuilding Contract, such part (if any) of the Final Instalment required to be deposited into the Seller’s Account with the Seller’s Bank on a date (the “Preplacement Date”) which is at least four (4) Business Days prior to the proposed Delivery Date of a Vessel (the “Scheduled Delivery Date”) and that, as a result, paragraphs 1(c), 4, 6, 7, 8, 10, 11, 13, 16 and 18 of the conditions precedent specified in Part II of Schedule 2 (Conditions precedent to a Loan) set out in Clause 4.4 (Further Conditions Precedent) may not be satisfied by the date such deposit (and the associated Loan) is made.

(c)                            Notwithstanding Clause 4.2(b), each Loan under a Tranche shall be made by the Lenders on the relevant Preplacement Date as follows:

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(i)                                      the first Loan to be made under a Tranche in respect of the Final Instalment of any Vessel shall be remitted by the Agent on behalf of the Lenders to the Seller’s Bank in the manner set out in paragraph (d) below. The Agent will instruct the Seller’s Bank to release such Loan to the Seller’s Account on the Delivery Date relating to that Vessel upon satisfaction of all of the conditions precedent set out in Part II of Schedule 2 (Conditions precedent to a Loan) and set out in Clause 4.4 (Further conditions precedent). Such release of funds shall be deemed to satisfy the relevant Borrower’s obligation to pay the instalments due on the Delivery Date for a Vessel under the relevant Shipbuilding Contract.

(ii)                                   any second Loan that is made under a Tranche which does not form part of the Final Instalment of any Vessel shall be remitted by the Agent on behalf of the Lenders to the Security Agent, to be conditional credited to a non-interest bearing suspense account of the Security Agent. The Security Agent shall release such Loan to the Borrower on the Delivery Date relating to that Vessel upon satisfaction of all of the conditions precedent set out in Part II of Schedule 2 (Conditions precedent to a Loan) and set out in Clause 4.4 (Further conditions precedent).

(d)                           The Final Instalment to be remitted by the Agent in accordance with paragraph (c)(i) above shall be deposited subject to irrevocable instructions delivered by authenticated Swift MT 199 substantially in the following form:

“We have today remitted to [insert name of the Shipbuilder’s Bank] (insert international recognition codes)) the amount of [                   ] (the “Deposit”), to be held in the name of Citibank International Plc, London Branch. This payment is made in connection with the instalments which will become payable by [insert name of the Borrower] (the “Buyer”) to [insert name of the Shipbuilder] (the “Shipbuilder”) under the terms of the shipbuilding contract dated [                   ] [as amended on [                   ]] relating to hull no. [                   ] (the “Vessel”). You are irrevocably instructed to hold the Deposit in escrow and to release the Deposit to the Shipbuilder only upon your receipt of a copy of the Protocol of Delivery and Acceptance relating to the Vessel signed by the Shipbuilder and the Buyer and acknowledged as to the release of funds by Citibank International Plc, London Branch. If at any time you receive instructions from us to release the Deposit to us you shall return the Deposit, together with any accrued interest, to us (for credit to Citibank N.A., New York, Swift address: ▇▇▇▇▇▇▇▇, FW02000089, favour Citibank International Plc, London Branch, Swift code: ▇▇▇▇▇▇▇▇▇▇▇, account number ▇▇▇▇▇▇▇▇, Attention: Loans Agency, Ref: ([insert Borrower’s name])) upon your receipt of written instructions from us to do so. If, by [                   ] ([                   ] time) on the date which falls fourteen (14) days after the [here insert the scheduled delivery date] or such longer period as we may agree, we have not ordered the release of the Deposit to the Shipbuilder in accordance with the above instructions you shall (unless otherwise instructed by us) return the Deposit, together with any accrued interest, to us (for credit to the account referred to above) on and for value on the date which falls fourteen (14) days after the scheduled delivery date or such longer period as we may agree.”

(e)                           The Borrowers undertake with the Finance Parties:

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(i)                                      not to sign a Protocol of Delivery and Acceptance in respect of a Vessel unless (A) the Agent has confirmed that the conditions precedent relating to that Vessel specified in Part II of Schedule 2 (Conditions precedent to a Loan) have been or will, simultaneously with such signing, be satisfied and that each of the other conditions precedent remains satisfied and (B) the Agent has countersigned such Protocol of Delivery and Acceptance; and

(ii)                                   to immediately repay each Loan, together with interest thereon (calculated in accordance with Clause 8.2 (Payment of interest)), on the date which Seller’s Bank is required to return any Loan to the Agent in accordance with the irrevocable instructions in paragraph (d) above (regardless of whether the Seller’s Bank has then carried out such instructions), provided that any money returned to the Agent pursuant to paragraph (g) below shall be applied by it in satisfaction of such obligation.

(f)                             The Borrowers irrevocably and unconditionally undertake that they shall not give any instructions to the Seller or the Seller’s Bank which are inconsistent with the instructions given by the Agent under Clause 4.2(c).

(g)                            If the Delivery of a Vessel has not occurred within fourteen (14) days after the proposed Delivery Date of such Vessel:

(i)                                      the Seller’s Bank shall immediately return any Loan relating to a Vessel which has been remitted to the Seller’s Bank, together with interest thereon (if any), to the Agent; and

(ii)                                   the Security Agent shall immediately return any Loan relating to a Vessel which has been remitted to it, together with interest thereon (if any), to the Agent.

Moneys returned to the Agent shall, subject to Clause 4.2(h), be applied by the Agent in satisfaction of such obligation of the Borrowers in paragraph (e)(ii) above and in payment of any amounts payable by the Borrowers under this Agreement.

(h)                           Any return of a Loan in accordance with Clause 4.2(g) shall not, unless the Borrower so requests, be regarded as a prepayment of such Loan and the amount returned shall, subject to the terms of this Agreement, remain available to be utilised by the relevant Borrower.

4.3                         Conditions subsequent to a Loan

The Borrowers undertake that they will provide the documents and evidence set out in Part III of Schedule 2 (Conditions Subsequent) to the Agent and to each Hedging Bank on the Delivery Date of each Vessel.

4.4                         Further conditions precedent

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) or paragraph (c) of Clause 4.2 (Conditions precedent to a Loan) if on the date of the Utilisation Request and on the proposed Utilisation Date or, in respect of paragraph (c) of Clause 4.2 (Conditions precedent to a Loan), on the date of release of the deposit referred to therein:

(a)                                  no Default is continuing or would result from the proposed Loan;

(b)                                  the Repeating Representations to be made by each Obligor are true in all material respects;

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(c)                                   the relevant Vessel has not been sold or no agreement or understanding with respect to the sale of the Vessel has been entered into;

(d)                                  no event which constitutes, or may in the reasonable opinion of the Agent constitute, a Total Loss has occurred with respect to a Vessel (either before or after Delivery);

(e)                                   no Change of Control has occurred; and

(f)                                    Sinosure has not advised any of the Lenders that the making of Loans should be suspended.

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SECTION 3

UTILISATION

5.                                UTILISATION

5.1                         Delivery of a Utilisation Request

(a)                           Subject to the terms of this Agreement, a Borrower may utilise a Tranche by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.

(b)                           Borrower A may only issue a Utilisation Request in relation to Tranche A, Borrower B may only issue a Utilisation Request in relation to Tranche B and Borrower C may only issue a Utilisation Request in relation to Tranche C.

5.2                         Completion of a Utilisation Request

(a)                           Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(i)                                      it identifies the Facility and Tranche to be utilised;

(ii)                                   the proposed Utilisation Date is a Business Day within the Availability Period;

(iii)                                the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount);

(iv)                               the proposed Interest Period complies with Clause 9 (Interest Periods);

(v)                                  it specifies the account and bank to which the proceeds of the Utilisation are to be credited; and

(vi)                               it confirms that the relevant Loan is to be applied towards payment for one of the relevant purposes set out in Clause 3 (Purpose), as appropriate, and it specifies the purpose to which the relevant Loan is to be applied.

(b)                           Only one Loan may be requested in each Utilisation Request.

5.3                         Currency and amount

(a)                           The currency specified in a Utilisation Request must be Dollars.

(b)                           The amount of the proposed Loan must be in an amount equal to the lower of (i) the required amount set out in Clause 2.2(b) (Tranche A) in respect of a Tranche A Loan, Clause 2.3(b) (Tranche B) in respect of a Tranche B Loan or Clause 2.4(b) (Tranche C) in respect of a Tranche C Loan as the case may be, (ii) such amount which when aggregated with each other Loan made or to be made under that same Tranche does not exceed sixty (60) per cent. of the lower of (x) the Contract Price as at the date of this Agreement and (y) the Contract Price as at the Delivery Date respectively for the Vessel relating to that Tranche and (iii) the Available Facility for the relevant Tranche to which such Loan relates.

5.4                         Lenders’ participation

(a)                           If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.

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(b)                           The amount of each Lender’s participation in a Tranche A Loan will be equal to the proportion borne by its Available Commitment in respect of Tranche A in respect of that Facility to the aggregate of all Lenders’ Available Commitments in respect of Tranche A under that Facility immediately prior to making the Tranche A Loan.

(c)                            The amount of each Lender’s participation in a Tranche B Loan will be equal to the proportion borne by its Available Commitment in respect of Tranche B in respect of that Facility to the aggregate of all Lenders’ Available Commitments in respect of Tranche B under that Facility immediately prior to making the Tranche B Loan.

(d)                           The amount of each Lender’s participation in a Tranche C Loan will be equal to the proportion borne by its Available Commitment in respect of Tranche C in respect of that Facility to the aggregate of all Lenders’ Available Commitments in respect of Tranche C under that Facility immediately prior to making the Tranche C Loan.

(e)                            The Agent shall notify each Lender of the amount of each Loan and the amount of its participation in that Loan by the Specified Time (and with respect to the Export-Import Bank of China the Agent shall notify via SWIFT).

5.5                         Cancellation of Commitment

The Total Commitments shall be immediately cancelled at the end of the Availability Period.

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SECTION 4

REPAYMENT, ILLEGALITY, PREPAYMENT AND CANCELLATION

6.                                REPAYMENT

6.1                         Repayment of Tranche A Loans

(a)                           The Borrowers shall repay the Tranche A Loan made to Borrower A in twenty (20) equal instalments by repaying on each Repayment Date the Tranche A Loan in an amount equal to that set out opposite such Repayment Date in Part I of Schedule 6 (Loan repayment).

(b)                           Borrower A may not re-borrow any part of Tranche A of the Facility which is repaid.

6.2                         Repayment of Tranche B Loans

(a)                           The Borrowers shall repay the Tranche B Loan made to Borrower B in twenty (20) equal instalments by repaying on each Repayment Date the Tranche B Loan in an amount equal to that set out opposite such Repayment Date in Part II of Schedule 6 (Loan repayment).

(b)                           Borrower B may not re-borrow any part of Tranche B of the Facility which is repaid.

6.3                         Repayment of Tranche C Loans

(a)                           The Borrowers shall repay the Tranche C Loan made to Borrower C in twenty (20) equal instalments by repaying on each Repayment Date the Tranche C Loan in an amount equal to that set out opposite such Repayment Date in Part III of Schedule 6 (Loan repayment).

(b)                           Borrower C may not re-borrow any part of Tranche C of the Facility which is repaid.

6.4                         Adjustment to Loan repayment schedule

The Repayment Dates set out in the first column of each of Part I, Part II and Part III of Schedule 6 (Loan repayment) have been calculated on the assumption that the Delivery Date for Vessel A will be 24 June 2011, the Delivery Date for Vessel B will be 4 August 2011 and the Delivery Date for Vessel C will be 30 July 2011. If the Delivery Date assumed in each of Part I, Part II and Part III of Schedule 6 (Loan repayment) differs from the date assumed in such Loan repayment schedule, the Agent will provide to the Lenders and to each Obligor a substitute schedule for each Loan reflecting the actual Delivery Date and the substitute schedule will then replace each of Part I, Part II and Part III of Schedule 6 (Loan repayment)), unless it is manifestly incorrect.

7.                                ILLEGALITY, PREPAYMENT AND CANCELLATION

7.1                         Illegality

(a)                           If an Illegality Event occurs or a Lender reasonably considers that an Illegality Event is likely to occur in relation to its participation in a Loan (an “Affected Lender”), the Affected Lender will promptly notify the Agent which will promptly notify the other Parties.

(b)                           If, upon receiving notice of the Illegality Event from the Agent, any Party requests the other Parties to do so, the Parties will consult with each other in accordance with Clause 15 (Mitigation) to try to find a means of avoiding or mitigating the effect of the Illegality Event.

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(c)                            If the Parties are not able to agree on a means of avoiding or mitigating the effect of the Illegality Event within the Consultation Period, the Affected Lender may notify the Agent, which will promptly notify the other Parties and:

(i)                                      if the Affected Lender has not yet funded its participation in the relevant Loan, the Commitment of that Affected Lender will be immediately cancelled; or

(ii)                                   if the Affected Lender has funded its participation in the relevant Loan, the Borrower will, on the Illegality Repayment Date, repay that Affected Lender’s participation in that Loan.

7.2                         Voluntary cancellation

Each of the Borrowers may, if it gives the Agent not less than 30 Business Days’ (or such shorter period as the Majority Lenders may agree, which shall never be shorter than 3 Business Days) prior notice, cancel the whole or any part (being a minimum amount of US$5,000,000 and integral multiples of US$1,000,000) of Available Commitments under a Tranche. Any cancellation under this Clause 7.2 shall reduce the Commitments of the Lenders rateably.

7.3                         Voluntary prepayment of Loans

(a)                           The Borrower to which a Loan has been made may, if it gives the Agent not less than 30 Business Days’ (or such shorter period as the Majority Lenders may agree, which shall never be shorter than 3 Business Days) prior notice, prepay the whole or any part of any Loan (but, if in part, being an amount that reduces the Loan by a minimum amount of US$5,000,000 and in increments equal to 2 or more instalments).

(b)                           A Loan may only be prepaid after the last day of the Availability Period (or, if earlier, the day on which the Available Facility for each Tranche is zero).

(c)                            Following prepayment in accordance with this Clause 7.3, the Agent and the Borrower(s) shall, if required by the Agent (acting on the instructions of the Majority Lenders), co-operate in good faith to determine the process for obtaining the reimbursement by Sinosure of any portion of the Sinosure Insurance Premium which is reimbursable under the Sinosure Insurance Policy in relation to the prepaid amounts.

7.4                         Mandatory prepayment: Total Loss

If a Total Loss occurs in respect of a Vessel, the Commitments under the Tranche under each Facility relating to the relevant Vessel shall be automatically cancelled and all outstanding Loans under the Tranche under each Facility relating to the relevant Vessel shall become automatically due and payable on the Total Loss Repayment Date relating to that Vessel.

7.5                         Mandatory prepayment: Sale

(a)                           If a Vessel is sold in accordance with paragraph (b)(iii) of Clause 22.5 (Disposals), the Commitments with respect to the Tranche relating to that Vessel shall be automatically cancelled and:

(i)                                      all outstanding Loans under the Tranche relating to that Vessel under each Facility; and

(ii)                                   such additional amount of the Facility as is required to ensure compliance with the provisions of Clause 24.9 (Asset Cover Ratio) immediately after such prepayment has been made,

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shall become automatically due and payable on or before the date on which title to that Vessel is to transfer to the purchaser of that Vessel.

(b)                           If any of the following occurs:

(i)                                      any Shipbuilding Contract is frustrated, cancelled or otherwise terminated, or is transferred or novated, except where the Agent (with the approval of the Majority Lenders) shall have given its express consent in writing to any such transfer or novation without requiring such mandatory prepayment to be made; or

(ii)                                   any Vessel has not for any reason been delivered to, and accepted by, the relevant Borrower under the applicable Shipbuilding Contract by the end of the Availability Period applicable to the Tranche relating to such Vessel;

then the undrawn portion of the Commitments of the relevant Tranche relating to that Vessel under the Facility shall be automatically cancelled and the Loan(s) already made under any Tranche under the Facility relating to that Vessel shall become immediately due and payable in full.

(c)                            Any prepayment under this Clause 7.5 shall be applied in inverse order of maturity starting from the Final Maturity Date.

7.6                         Mandatory prepayment on a breach of the Asset Cover Ratio

If at any time the Asset Cover Ratio is not complied with, the Borrowers shall be required to prepay the outstanding Loans in accordance with Clause 24.9 (Asset Cover Ratio) (subject always to paragraph (ii) of Clause 24.9(c)).

7.7                         Adjustment to the repayment profile on prepayment of a Loan

Where either Tranche A, Tranche B or Tranche C of the Facility is prepaid in part pursuant to Clause 7.3 (Voluntary prepayment of Loans) the amount of such prepayment shall be applied so as to reduce the amount of outstanding Loans under that Tranche to be repaid on each Repayment Date as set out in Schedule 6 (Loan repayment) in inverse order of maturity starting from the Final Maturity Date.

7.8                         Right of cancellation in relation to a Defaulting Lender

(a)                           If any Lender becomes a Defaulting Lender, the Guarantor may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent 15 Business Days’ notice of cancellation of each Available Commitment of that Lender.

(b)                           On the notice referred to in paragraph (a) above becoming effective, each Available Commitment of the Defaulting Lender shall immediately be reduced to zero.

The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (a) above, notify all the Lenders.

7.9                         Restrictions

(a)                           Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

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(b)                           Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid, all amounts then due to the relevant Finance Parties under the Finance Documents as a consequence of that prepayment and, subject to any Break Costs, without premium or penalty.

(c)                            No Borrower may reborrow any part of the Facility which is prepaid.

(d)                           The Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

(e)                            Subject to Clause 2.9 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

(f)                             If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Borrowers or the affected Lender, as appropriate.

(g)                            Each Borrower, and/or the Agent on behalf of the Borrower, shall:

(i)                                      notify each Hedging Bank of any cancellation, prepayment or repayment under this Clause 7 promptly upon becoming aware of any such event; and

(ii)                                   deliver to each Hedging Bank a true copy of each notice of cancellation or prepayment given by a Party under this Clause 7 as soon as practicable following its delivery and/or receipt of such notice.

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SECTION 5

COSTS OF UTILISATION

8.                                INTEREST

8.1                         Calculation of interest

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(a)                                  Margin;

(b)                                  LIBOR; and

(c)                                   Mandatory Cost, if any.

8.2                         Payment of interest

The Borrowers shall pay accrued interest on each Loan on the last day of each Interest Period.

8.3                         Default interest

(a)                           If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is the sum of two (2) per cent. and the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 8.3 shall be immediately payable by the Obligor on demand by the Agent.

(b)                           If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

(i)                                      the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

(ii)                                   the rate of interest applying to the overdue amount during that first Interest Period shall be the sum of two (2) per cent. and the rate which would have applied if the overdue amount had not become due.

(c)                            Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

8.4                         Notification of rates of interest

The Agent shall promptly notify the Lenders and the relevant Borrower of the determination of a rate of interest under this Agreement.

9.                                INTEREST PERIODS

9.1                         Interest Periods

(a)                           The first Interest Period for any Loan will commence on its Utilisation Date and end of the Scheduled Delivery Date for the Vessel to which such Loan relates.

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(b)                           If Delivery of the applicable Vessel does not occur on the Scheduled Delivery Date for that Vessel, subsequent Interest Periods for the Loan made in respect of a Vessel shall be daily until the earlier of the Delivery Date of the Vessel to which such Loan relates and the date of return of such Loan pursuant to Clause 4.2(g).

(c)                            Subject to the remaining provisions of this Clause 9, with effect from the Delivery Date of a Vessel, each Interest Period for the applicable Loan shall be of six Months’ duration and shall commence on the Delivery Date of the Vessel to which such Loan relates and thereafter, shall commence on the last day of the preceding Interest Period.

(d)                           An Interest Period for a Loan shall not extend beyond the relevant Final Maturity Date for the Vessel to which such Loan relates.

9.2                         Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

9.3                         Consolidation of Loans

If Interest Periods for two (2) or more any Loans in the same Tranche end on the same date, those Loans will be consolidated into, and treated as, a single Loan on the last day of the Interest Period.

10.                         CHANGES TO THE CALCULATION OF INTEREST

10.1                  Absence of quotations

Subject to Clause 10.2 (Market disruption), if LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by the Specified Time on the Quotation Day, the applicable LIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.

10.2                 Market disruption

(a)                           If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate of interest on each Lender’s share of that Loan for the Interest Period shall be the percentage rate per annum which is the sum of:

(i)                                      the Margin;

(ii)                                   the rate notified to the Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source it may reasonably select; and

(iii)                                the Mandatory Cost, if any, applicable to that Lender’s participation in the Loan.

(b)                          In this Agreement “Market Disruption Event” means:

(i)                                      at or about noon on the Quotation Day for the relevant Interest Period the Screen Rate is not available and none or only one of the Reference Banks supplies a rate to the Agent to determine LIBOR for Dollars for the relevant currency and Interest Period; or

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(ii)                                   before close of business in London on the Quotation Day for the relevant Interest Period, the Agent receives notifications from at least two (2) Lenders (whose aggregate participations in a Loan exceed 35 per cent. of that Loan) that the cost to it of obtaining matching deposits in the Relevant Interbank Market would be in excess of LIBOR.

10.3                 Alternative basis of interest or funding

(a)                           If a Market Disruption Event occurs and the Agent or an Obligor so requires, the Agent and that Obligor shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest.

(b)                           Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of all the Lenders and the Obligors, be binding on all Parties.

10.4                  Break Costs

(a)                           Each Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by that Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

(b)                           Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

11.                         FEES

11.1                  Commitment fee

(a)                           The Obligors shall pay to the Agent (for the account of each Lender) a commitment fee in the amount and at the times agreed in a Fee Letter.

(b)                           No commitment fee is payable to the Agent (for the account of a Lender) on any Available Commitment of that Lender for any day on which that Lender is a Defaulting Lender.

11.2                  Arrangement fee

The Obligors shall pay to the Arrangers an arrangement fee in the amount and at the times agreed in a Fee Letter.

11.3                  Agency fee

The Obligors shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

11.4                  Security Agency fee

(a)                           The Obligors shall pay to the Security Agent (for its own account) a security agency fee in the amount and at the times agreed in a Fee Letter.

(b)                           If a Default shall have occurred or if the Security Agent finds it expedient or necessary or is requested by any Obligor to undertake duties which such Obligor agrees to be of an exceptional nature or otherwise outside the scope of the Security Agent’s normal duties, the Obligors will pay such additional remuneration as the Security Agent and the Obligors may agree, or failing agreement as determined by an investment bank (acting as an expert) selected by the Security Agent and approved by the Obligors or failing such approval, nominated by the president for the time being of the Law Society of England and Wales. The expense involved in such nomination

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and such investment banks fees will be borne by the Obligors. The determination of such investment bank will be conclusive and binding on the Security Agent and the Obligors.

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SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS

12.                         TAX GROSS UP AND INDEMNITIES

12.1                  Definitions

(a)                           In this Agreement:

“Protected Party” means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

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

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

“Tax Payment” means either the increase in a payment made by an Obligor to a Finance Party under Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax indemnity).

(b)                           Unless a contrary indication appears, in this Clause 12 a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

12.2                  Tax gross-up

(a)                           Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

(b)                           Each Obligor shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Obligors.

(c)                            If a Tax Deduction is required by law to be made by an Obligor or, if as a result of a Change in Law, the Agent is required to make a Tax Deduction from any amount that the Agent is required to pay any Lender, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d)                           If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(e)                            Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment an original receipt (or certified copy thereof) or if unavailable, evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

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12.3                  Tax indemnity

(a)                           The Obligors shall (within five (5) Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

(b)                           Paragraph (a) above shall not apply:

(i)                                      with respect to any Tax assessed on a Finance Party:

(A)                            under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

(B)                            under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

(ii)                                   to the extent a loss, liability or cost is compensated for by an increased payment under Clause 12.2 (Tax gross-up)

(c)                            A Protected Party making, or intending to make, a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Obligors.

(d)                           A Protected Party shall, on receiving a payment from an Obligor under this Clause 12.3, notify the Agent.

12.4                  Tax Credit

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

(a)                                  a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and

(b)                                  that Finance Party has obtained, utilised and fully retained that Tax Credit on an affiliated group basis,

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

12.5                  Stamp taxes

The Obligors shall pay and, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

12.6                  Value added tax

(a)                           All amounts set out, or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for VAT purposes shall be

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deemed to be exclusive of any VAT which is chargeable on such supply, and accordingly, subject to paragraph (c) below, if VAT is chargeable on any supply made by any Finance Party to any Party under a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such Party).

(b)                           If VAT is chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient (unless it is the Security Agent) will promptly pay to the Relevant Party an amount equal to any credit or repayment from the relevant tax authority which it reasonably determines relates to the VAT chargeable on that supply.

(c)                            Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify the Finance Party against all VAT incurred by the Finance Party in respect of the costs or expenses.

13.                         INCREASED COSTS

13.1                  Increased costs

Subject to Clause 13.3 (Exceptions) the Borrowers shall, within three Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) any Change in Law or (ii) compliance with any law or regulation made after the date of this Agreement or (iii) any adverse change in the treatment of the Vessel as Security for the purposes of determining a Finance Party’s anticipated loss or default when calculating the regulatory capital treatment of the Loans.

13.2                 Increased cost claims

(a)                           A Finance Party intending to make a claim pursuant to Clause 13.1 (Increased costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Obligors.

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

13.3                  Exceptions

(a)                           Clause 13.1 (Increased costs) does not apply to the extent any Increased Cost is:

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

(ii)                                   compensated for by Clause 12.3 (Tax indemnity) (or would have been compensated for under Clause 12.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 12.3 (Tax indemnity) applied); or

(iii)                                compensated for by the payment of the Mandatory Cost; or

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

(b)                           In this Clause 13.3, a reference to a “Tax Deduction” has the same meaning given to the term in Clause 12.1 (Definitions).

14.                         OTHER INDEMNITIES

14.1                  Currency indemnity

(a)                           If any sum due from an Obligor under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

(i)                                      making or filing a claim or proof against that Obligor;

(ii)                                   obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

that Obligor shall as an independent obligation, within three Business Days of demand, indemnify each Finance Party to whom that Sum is due against any Losses arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b)                           Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

14.2                  Other indemnities

The Obligors shall (or shall procure that an Obligor will), within three Business Days of demand, indemnify each Secured Party against any cost, loss or liability incurred by that Secured Party as a result of:

(a)                                  the occurrence of any Event of Default;

(b)                                  any obligation guaranteed by an Obligor is or becomes unenforceable, invalid or illegal;

(c)                                   the operation of law;

(d)                                  a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 33 (Sharing among the Secured Parties);

(e)                                   funding, or making arrangements to fund, its participation in a Loan requested by a Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone);

(f)                                    a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by a Borrower;

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(g)                                   the Sinosure Insurance Policy being or becoming unenforceable, invalid or illegal; or

(h)                                  any indemnity payment made by any Lender to the Sinosure Agent acting as the insured party under the Sinosure Insurance Policy pursuant to Clause 30.3 (Lenders’ indemnity to the Sinosure Agent).

14.3                  Indemnity to the Agent, the Sinosure Agent and the Security Agent

The Obligors shall promptly indemnify each of the Agent, the Sinosure Agent and the Security Agent against any cost, loss or liability properly incurred by the Agent, the Sinosure Agent or the Security Agent as a result of:

(a)                                  investigating any event which it reasonably believes is a Default;

(b)                                  acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;

(c)                                   taking, holding, protecting or enforcing any Security created pursuant to any Finance Documents; or

(d)                                  exercising any of the rights, powers, discretions or remedies vested in it under any Finance Document or by law.

14.4                  General indemnity

(a)                           The Obligors shall indemnify and keep indemnified each Indemnitee against all Losses which may at any time be incurred by that Indemnitee:

(i)                                      relating to, or arising directly or indirectly in any manner whatsoever out of, the condition, testing, design, manufacture, purchase, importation to or exportation from any country, registration, possession, control, chartering, sub-chartering, use, operation, storage, maintenance, repair, service, modification, overhaul, replacement, insurance, removal, repossession, re-delivery, disposal or Total Loss of any Vessel;

(ii)                                   on the grounds that any Vessel or any design, article or material in or forming part of any Vessel or the operation or use thereof constitutes or is alleged to constitute an infringement of any patent or other intellectual property right or any other right whatsoever;

(iii)                                in preventing or attempting to prevent the arrest, confiscation, seizure, taking in execution, impounding, forfeiture or detention of any Vessel at any time, or in securing the release of any Vessel;

(iv)                               in retaking possession of any Vessel or detaining any Vessel or any other vessel in connection with the enforcement of rights of that Indemnitee under the Finance Documents;

(v)                                  as a consequence of a Vessel becoming a wreck or obstruction to navigation (including, without limitation, in respect of the removal or destruction of the wreck or obstruction under statutory powers but only to the extent that the relevant Loss has not been recovered from the Vessel’s Insurers);

(vi)                               resulting from the Operator parting with possession of a Vessel at any time;

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(vii)                            arising out of an Environmental Claim made or asserted against any Finance Party if such Environmental Claim would not have been made, or been capable of being made or asserted against that Finance Party if it has not entered into any of the Finance Documents and/or exercised any of its rights, powers and discretions thereby conferred and/or performed any of its obligations thereunder and/or been involved in the transactions contemplated by the Finance Documents; or

(viii)                         any claim, investigation, litigation or proceeding (or the preparation of any defence with respect thereto) commenced or threatened in relation to the Finance Documents (or the transactions contemplated thereby and, in the case of the Agent and the Security Agent, the exercise and performance of their obligations thereunder) or any use made or proposed to be made with the proceeds of the Facility. This indemnity shall apply whether or not such claims, investigation, litigation or proceeding is brought by any Obligor, any of the Obligors’ shareholders or creditors, an Indemnified Party or any other person, or an Indemnified Party is otherwise a party thereto.

(b)                           The Obligors need not indemnify an Indemnitee under paragraph (a) above in respect of Losses which:

(i)                                      are the result of the fraud, gross negligence or wilful default of that Indemnitee;

(ii)                                   are compensated for by the indemnity in Clause 12.3 (Tax indemnity) (or would be compensated for by Clause 12.3 (Tax indemnity) but are not so compensated solely because an exclusion in paragraph (b) of Clause 12.3 (Tax indemnity) applies);

(iii)                                are the result of the breach by that Indemnitee of any of its express obligations under any of the Finance Documents (other than a breach attributable to the breach by any other party to any Transaction Document of its obligations under the Transaction Documents);

(iv)                               are the result of any misrepresentation by that Indemnitee set out in a Finance Document to which it is a party (other than a misrepresentation attributable to the misrepresentation of or breach by any other party to any Transaction Document); or

(v)                                  constitute an ordinary and usual operating or overhead expense of that Indemnitee.

(c)                            The indemnity in paragraph (a) above will remain in full force and effect following the termination of this Agreement.

14.5                  Tax on indemnity payments

If, as a result of its Tax treatment, any Finance Party would be in a worse position after receiving an indemnity payment under any of the Finance Documents than it would have been if the Loss giving rise to the right to be indemnified had not occurred, the Obligors will pay to that Finance Party such additional sum as may be necessary to leave that Finance Party in the same position after Tax than it would have been in had the Loss not occurred.

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15.                         MITIGATION BY THE LENDERS

15.1                 Mitigation

(a)                           If any Party requests the other Party to consult pursuant to paragraph (b) of Clause 7.1 (Illegality) or if any circumstances arise which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs), the Parties will consult with each other for a period (the “Consultation Period”) of up to thirty (30) days to try to find a means of avoiding or mitigating the effect of the Illegality Event, restructuring the transaction or of avoiding or reducing the need for any amount to become payable or cancelled, including (but not limited to) transferring the rights and obligations of a Finance Party under the Finance Documents to another Affiliate or Facility Office.

(b)                           No Party will be obliged to implement any arrangement proposed during the Consultation Period.

(c)                            This Clause 15 does not in any way limit the obligations of the Obligors under the Transaction Documents.

(d)                           Any Lender may, by written notice to the Agent, the Security Agent and the Obligors, terminate the consultations at any time if:

(i)                                      an Event of Default has occurred and is continuing; or

(ii)                                   that Lender considers, acting reasonably, that its rights under any Finance Document are or are likely to be prejudiced if the consultations continue; or

(iii)                                the continuation of the consultations would cause that Lender to breach any applicable law.

15.2                  Limitation of liability

(a)                           The Borrowers shall indemnify each Finance Party for all costs and expenses properly incurred by that Finance Party as a result of steps taken by it under Clause 15.1 (Mitigation).

(b)                           A Finance Party is not obliged to take any steps under Clause 15.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

16.                         COSTS AND EXPENSES

16.1                  Transaction expenses

The Borrowers shall promptly on demand pay the Agent, the Security Agent, the Sinosure Agent, the Arranger and Sinosure the amount of all costs and expenses (including legal fees and out-of-pocket expenses) reasonably incurred by any of them in connection with the negotiation, preparation, printing, execution and syndication of:

(a)                                  this Agreement and any other documents referred to in this Agreement;

(b)                                  any other Finance Documents executed after the date of this Agreement.

16.2                  Amendment costs

If (a) an Obligor requests an amendment, waiver or consent or (b) an amendment is required pursuant to Clause 34.9 (Change of currency), the Obligors shall, within three Business Days of demand, reimburse the Agent and the Security Agent for the amount of all costs and expenses

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(including legal fees) reasonably incurred by the Agent or the Security Agent in responding to, evaluating, negotiating or complying with that request or requirement.

16.3                  Enforcement costs

The Borrowers shall, within three Business Days of demand, pay to each Secured Party the amount of all costs and expenses (including legal fees) incurred by that Secured Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document or the Sinosure Insurance Policy.

16.4                  Security Agent expenses

The Borrowers shall promptly on demand pay the Security Agent the amount of all costs and expenses (including legal fees) reasonably incurred by it in connection with holding or administering or the release of any Security created pursuant to any Security Document.

16.5                  Account Bank fees and expenses

(a)                           The Borrowers shall pay to the Account Bank all out-of pocket expenses reasonably incurred by the Account Bank in performance of its role under this Agreement (including, but not limited to, all legal fees, stamp and other documentary duties or taxes and expenses incurred in connection with the preparation and negotiation of this Agreement or under Clause 31.7(f)(i) (Further Account Bank provisions)).

(b)                           All amounts of whatever nature payable to, and recoverable by, the Account Bank pursuant to the terms of this Agreement shall be payable, without set-off or counterclaim, by the Borrowers within 3 clear Business Days of receipt of any invoice of the Account Bank.

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SECTION 7

GUARANTEE

17.                         GUARANTEE AND INDEMNITY

17.1                  Guarantee and indemnity

The Guarantor absolutely, irrevocably and unconditionally:

(a)                                  guarantees to each Secured Party punctual performance by each Borrower of all that Borrower’s obligations under the Finance Documents;

(b)                                  undertakes with each Secured Party that whenever a Borrower does not pay any amount when due under or in connection with any Finance Document, the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

(c)                                   agrees with each Secured Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Secured Party immediately on demand against any Loss it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, or any operation of law have been payable by it under any Finance Document on the date when it would have been due. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 17 if the amount claimed had been recoverable on the basis of a guarantee.

17.2                  Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

17.3                  Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Secured Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation or otherwise, without limitation, then the liability of the Guarantor under this Clause 17 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

17.4                  Waiver of defences

The obligations of the Guarantor under this Clause 17 will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause 17 (without limitation and whether or not known to it or any Secured Party) including:

(a)                                  any time, waiver or consent granted to, or composition with, any Obligor or other person;

(b)                                  the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

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(c)                                   the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(d)                                  any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

(e)                                   any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security, including any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;

(f)                                    any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

(g)                                   any insolvency or similar proceedings.

17.5                  Immediate recourse

The Guarantor waives any right it may have of first requiring any Secured Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Guarantor under this Clause 17. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

17.6                  Appropriations

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Secured Party (or any trustee or agent on its behalf) may:

(a)                                  refrain from applying or enforcing any other moneys, security or rights held or received by that Secured Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the Guarantor shall not be entitled to the benefit of the same; and

(b)                                  hold in an interest-bearing suspense account any moneys received from the Guarantor or on account of the Guarantor’s liability under this Clause 17.

17.7                 Deferral of Guarantor’s rights

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent or, as the case may be, the Security Agent otherwise directs, the Guarantor will not exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable or liability arising under this Clause 17:

(a)                                  to be indemnified by an Obligor;

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(b)                                  to claim or exercise any rights of contribution from any Obligor or any other guarantor of any Obligor’s obligations under the Finance Documents;

(c)                                   to exercise its rights of subrogation and reimbursement against any Obligor;

(d)                                  to claim or exercise any set-off or counterclaim against any Obligor or claim or prove in competition with the Agent or the Security Agent or any of the other Secured Parties in the liquidation of a Borrower or any other Obligor or have the benefit of, or share in, any payment from or composition with, a Borrower or any other Obligor or any other Finance Document now or hereafter held by any of the Secured Parties in respect of the obligations under the Finance Documents;

(e)                                   to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which the Guarantor has given a guarantee, undertaking or indemnity under Clause 17.1 (Guarantee and indemnity); and/or

(f)                                    to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Secured Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Secured Party.

If the Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Secured Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Secured Parties and shall promptly pay or transfer the same to the Agent or as the Agent may direct for application in accordance with Clause 34 (Payment mechanics) of this Agreement.

17.8                  Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Secured Party.

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SECTION 8

EARNINGS ACCOUNTS

18.                         EARNINGS ACCOUNTS

18.1                  Account Bank

The Earnings Accounts referred to in this Clause 18 shall be held at such branch of the Account Bank in London as the Account Bank may reasonably require.

18.2                  Earnings Accounts

(a)                           Subject to the provisions of this Clause 18.2 each Borrower shall open and thereafter maintain its Earnings Account at the relevant branch of the Account Bank, denominated in Dollars.

(b)                           Neither the existence of Earnings Accounts, nor the insufficiency of funds in any of them, nor any inability to apply any funds in any of them towards the relevant payment, shall affect the obligation of the Borrowers to make all payments required to be made to the Finance Parties or any of them on the due date for payment in accordance with the Finance Documents.

(c)                            The Account Bank acknowledges that each Borrower has, pursuant to the Account Charge to which it is a party, granted a first fixed charge over its Earnings Account, in favour of the Security Agent.

(d)                           No sum may be credited to or withdrawn from any Earnings Account except as expressly permitted or required by this Agreement.

(e)                            Each Borrower shall ensure the payment into its Earnings Account of:

(i)                                      all Borrower Revenues (other than sums which in accordance with this Clause 18.2 are otherwise applied) received by it;

(ii)                                   any amounts paid to it pursuant to the Hedging Documents;

(iii)                                any other amounts (including any other amounts paid or advanced to it under the Finance Documents) received by it for any reason whatsoever except for amounts which, in accordance with this Clause 18.2, are otherwise applied,

and for that purpose, payment routing instructions are set out in part B of Schedule 21.

(f)                             Subject to Clause 18.5 (No withdrawals in certain circumstances), each Borrower may withdraw any sum from its Earnings Account.

18.3                  Receipts into Earnings Accounts

(a)                           The Account Bank shall not be obliged to make available to the Borrowers any sum which it is expecting to receive for the account of the Borrowers until it has received it.

(b)                           The Borrowers shall promptly convert, or instruct the Account Bank to convert, into Dollars any funds received by them in a currency other than Dollars for crediting to the Earnings Account on the day of conversion into Dollars.

(c)                            The Borrowers agree that the Account Bank has no responsibility whatsoever to ensure that amounts are deposited into the Earnings Accounts.

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18.4                  Withdrawals Requests from Earnings Accounts

(a)                           All requests for withdrawals from an Earnings Account shall be made in accordance with a payment instruction substantially in the form set out in Part A of Schedule 21 provided to the Account Bank at least 3 clear Business Days before the date on which the payment is to be made (a “Payment Instruction”) provided that the relevant Earnings Account contains sufficient cleared funds to make such payment.

(b)                           If there are insufficient cleared funds in the relevant Earnings Account to make a payment in accordance with a Payment Instruction then the Account Bank will inform the relevant Borrower of the shortfall as soon as practicable. Until the Account Bank is able to contact that Borrower and receive instructions, the Account Bank will be under no obligation to make a payment in accordance with a Payment Instruction. The Account Bank is under no obligation to inform any other person (including, but not limited to, any person that is to receive the payment) if there are insufficient cleared funds credited to the relevant Earnings Account to make a payment in accordance with a Payment Instruction.

(c)                            Each Borrower confirms that the Account Bank shall be entitled to treat each Payment Instruction as conclusive evidence of the same without any further investigation or enquiry. Each Borrower shall hold the Account Bank harmless and no claim or dispute shall be raised by any party or entity for lack of conformity of the respective Payment Instruction. If any dispute or claim is raised, each Borrower shall indemnify and keep indemnified the Account Bank for any loss, liability or claim, action, damages and expenses other than to the extent arising from its wilful misconduct and gross negligence.

(d)                           The Account Bank shall release the amounts standing to the credit of the Earnings Accounts or any portion thereof to any designated payee in accordance with:

(i)                                      Clause 18.4(a) or

(ii)                                   the terms of an order, judgment or decree ordering the release of amounts standing to the credit of the Earnings Accounts or any portion thereof, accompanied by a legal opinion satisfactory to the Account Bank given by counsel for the party requesting such release to the effect that such order, judgment or decree represents a final adjudication of the rights of the parties by a court of competent jurisdiction, and that the time for appeal from such order, judgment or decree has expired without an appeal having been made.

(e)                            Each of the Borrowers and the Security Agent undertakes to give the Account Bank five clear Business Days’ notice in writing of any amendment to its Authorised Representatives or Callback Contacts giving the details specified in Schedule 10 (Authorised Representatives/Callback Contacts). Any amendment of Authorised Representatives or Callback Contacts of each Borrower or of Authorised Representatives of the Security Agent shall take effect upon the expiry of such five clear Business Days’ notice.

(f)                             Each of the Borrowers shall provide details of Callback Contacts for the Earnings Accounts and hereby acknowledges and accepts the risks associated with any appointment of the same person(s) to act as Authorised Representative or Callback Contact. Furthermore, each of the Borrowers agrees that the Account Bank may rely upon the confirmations or responses of

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anyone purporting to be the Callback Contact of a Borrower and shall assume all risks and losses (if any) resulting from such confirmations or responses.

(g)                            Promptly upon receipt of a Payment Instruction or the receipt of an order, judgment or decree and opinion of counsel referred to in Clause 18.4(d)(ii) above (and in no event later than three (3) clear Business Days following any such receipt at), the Account Bank shall release the amounts standing to the credit of the Earnings Accounts, or any portion thereof, as relevant.

(h)                           Any payment by the Account Bank under this Agreement will be made without any deduction or withholding for or on account of any tax unless such deduction or withholding is required by applicable law.

(i)                               If the Account Bank is required by law to make a deduction or withholding, it will not pay an additional amount in respect of that deduction or withholding to the relevant Party.

(j)                              Each Borrower has, pursuant to the relevant Accounts Charge, granted a right of pledge in rem over the relevant Earnings Accounts in favour of each Lender of which the Account Bank has been notified by the Borrowers.

(k)                           On the date of each withdrawal made by a Borrower from an Earnings Account, the Borrowers shall be deemed to represent and warrant that:

(i)                                      no Default would occur as a result of the withdrawal (other than any Default (not being an Event of Default) which will be cured as a result of making any such withdrawal); and

(ii)                                   each withdrawal is permitted pursuant to the terms of this Agreement.

18.5                  No withdrawals in certain circumstances

Notwithstanding anything else in this Clause 18, no withdrawal shall be made by the Borrowers from its Earnings Account:

(a)                                  if a Default is continuing or an Event of Default has occurred (provided that (notwithstanding the provisions of this sub-paragraph (a)), to the extent none of the circumstances in sub-paragraphs (b), (c) or (d) below have or would arise, a Borrower may make a withdrawal from its Earnings Account solely in respect of any operating expenses and general administrative expenses relating to any Vessel which are reasonable and which need to be discharged in order to enable the continued operation of such Vessel and in circumstances where the relevant Borrower has provided to the Agent reasonable evidence of the payments that need to be made);

(b)                                  following receipt by the Account Bank of a notice from the Agent or the Security Agent stating that the Agent has made a declaration under Clause 26 (Events of Default) (except as the Agent or, as the case may be, the Security Agent shall otherwise agree);

(c)                                   if, prior to the date of the relevant proposed withdrawal, the Agent or the Security Agent notifies the Borrowers and the Account Bank that the withdrawal is not or would not be permitted under this Agreement and such notice shall specify (for the benefit of the Borrowers) the provision of this Agreement which prohibits such withdrawal; or

(d)                                  to the extent that such Earnings Account would become overdrawn as a result.

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18.6                  Access to books and records/audit rights

(a)                           Without prejudice to Clause 29.13 (Confidentiality) and to Clause 24.7 (Inspection), the Borrowers irrevocably grant the Agent and any of its appointed representatives unrestricted access to review the books and records of the Earnings Accounts whether or not such books and records are confidential and instruct the Account Bank to deliver to the Agent copies of all bank statements in respect of the Earnings Accounts at the same time as sent to the Borrowers. The Borrowers authorise the Account Bank to give each Finance Party unrestricted access, on reasonable prior notice, to review such books and records held by the Account Bank.

(b)                           Nothing in this Clause 18.6 shall require the Account Bank to disclose to any person any books, records or other information which the Account Bank would not be required to disclose to the Borrowers.

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SECTION 9

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

19.                         REPRESENTATIONS

19.1                  Continuing representations

Each Obligor jointly and severally makes the representations and warranties set out in Clauses 19.1(a) to 19.1(z) (inclusive) to each Secured Party on the date of this Agreement.

(a)                                  Status

(i)                                  It (and so far as it is aware, the other parties to the Finance Documents (other than the Finance Parties) and the Operative Documents) is a corporation, duly incorporated and validly existing under the law of its Home Jurisdiction.

(ii)                               each of its Subsidiaries (and so far as it is aware, the other parties to the Finance Documents (other than the Finance Parties) and the Operative Documents) has the power to own its assets and carry on its business as it is being conducted.

(b)                                  Binding obligations

The obligations expressed to be assumed by it in each Finance Document and Operative Document (and so far as it is aware, the other parties to the Finance Documents (other than the Finance Parties) and the Operative Documents) are legal, valid, binding and enforceable, subject to:

(i)                                  any general principles of law limiting its obligations which are specifically referred to in any legal opinion delivered pursuant to Clause 4 (Conditions of Utilisation) or Clause 28 (Changes to the Obligors); or

(ii)                               in the case of any Security Document, the requirements specified at the end of Clause (e) (Validity and admissibility in evidence).

(c)                                   Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents and Operative Documents (and so far as it is aware, the other parties to the Finance Documents (other than the Finance Parties) and the Operative Documents) do not and will not conflict with:

(i)                                  any law or regulation applicable to it;

(ii)                               its or any of its Subsidiaries’ constitutional documents; or

(iii)                            any agreement, or instrument binding upon it or any of its Subsidiaries or any of its Subsidiaries’ assets,

nor (except as provided in any Security Document) result in the existence of, or oblige it to create, any Security over any of its assets.

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(d)                                  Power and authority

It (and so far as it is aware, the other parties to the Finance Documents (other than the Finance Parties) and the Operative Documents) has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents and Operative Documents to which it is a party and the transactions contemplated by those Finance Documents and Operative Documents.

(e)                                   Validity and admissibility in evidence

All Authorisations required or desirable:

(i)                                  to enable each Borrower lawfully to own the relevant Vessel;

(ii)                               to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents and Operative Documents to which it is a party;

(iii)                            to make the Finance Documents and Operative Documents to which it is a party admissible in evidence in its jurisdiction of incorporation; and

(iv)                           to enable it to create the Security to be created by it pursuant to any Security Document and to ensure that such Security has the priority and ranking it is expressed to have,

have been obtained or effected and are in full force and effect save for the making of the appropriate registrations of the Mortgages with the Registry.

(f)                                    Governing law and enforcement

(i)                                  The choice of governing law stated to govern any Finance Document and any Operative Document will be recognised and enforced in its Home Jurisdiction and in the Flag State.

(ii)                               Any judgment obtained in England in relation to a Finance Document or an Operative Document will be recognised and enforced in its Home Jurisdiction, the Flag State and, in relation to any Finance Document or Operative Document governed by the law other than English law, the jurisdiction of the governing law of that document.

(g)                                   Deduction of Tax

It is not required to make any deduction for or on account of Tax from any payment it may make under any Finance Document.

(h)                                  No filing or stamp taxes

Except for the registration of the Mortgages under the laws of the Flag State through the Registry, under the law of its Home Jurisdiction it is not necessary that the Finance Documents or the Sinosure Insurance Policy be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the Sinosure Insurance Policy or the transactions contemplated by the Finance Documents or the Sinosure Insurance Policy.

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(i)                                      No default

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

(ii)                               No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries’) assets are subject which might have a Material Adverse Effect.

(j)                                     No misleading information

Any written or factual information provided by or on behalf of any member of any Obligor was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

(k)                                  Financial statements

(i)                                  In the case of the Guarantor, its Original Financial Statements, and in the case of the Borrowers, its most recent profit and loss statement (up to the EBITDA level), were prepared in accordance with Accounting Principles consistently applied.

(ii)                               In the case of the Guarantor, its Original Financial Statements fairly represent its financial condition and operations (consolidated in the case of the Guarantor), and in the case of the Borrowers, its most recent profit & loss statement (up to the Consolidated EBITDA level) fairly represents its financial condition, as at the end of and for the relevant financial year.

(iii)                            There has been no material adverse change in its business or financial condition (or the business or operations, consolidated financial condition or operations of the Group taken as a whole, in the case of the Guarantor) since the date of its most recent financial statements.

(l)                                      Pari passu ranking

(i)                                  Subject to the requirements specified at the end of Clause 19.1(e) (Validity and admissibility in evidence), each Security Document creates (or, once entered into, will create) in favour of the Security Agent for the benefit of the Secured Parties the Security which it is expressed to create with the ranking and priority it is expressed to have.

(ii)                               Without limiting paragraph (i) above, its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

(m)                              No proceedings pending or threatened

No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency (including but not limited to investigative proceedings) which, if adversely determined, might reasonably be expected to have a Material Adverse Effect

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have (to the best of its knowledge and belief) been started or threatened against it or any of its Subsidiaries.

(n)                                  Immunity

It will not be entitled to claim immunity from suit, execution, attachment or other legal process in any proceedings taken in respect of itself or any of its assets in the People’s Republic of China or in any other jurisdiction in relation to any Finance Document.

(o)                                  Environmental laws and licences

It and each of its Subsidiaries and the Manager has:

(i)                                  complied with all Environmental Laws to which it may be subject and procured that the Vessel relating to it meets any standards or requirements applicable to it under Environmental Laws;

(ii)                               obtained all Environmental Licences required or desirable in connection with its business and the Vessel relating to it;

(iii)                            complied with the terms of those Environmental Licences; and

(iv)                           disclosed all environmental reports and other assessments commissioned from external consultants which relate to the Vessel or its business.

(p)                                  Environmental releases

No:

(i)                                  property (including any Vessel) currently or previously owned, leased, occupied or controlled by it (including any offsite waste management or disposal location utilised by it or any of its Subsidiaries) is contaminated with any Hazardous Substance;

(ii)                               discharge, release, leaching, migration or escape of any Hazardous Substance into the Environment has occurred or is occurring on, under or from that property (including any Vessel); and

(iii)                            Environmental Claim is pending or threatened or likely to be made against it.

(q)                                  Operative Documents

(i)                                  The copies of the Operative Documents delivered to the Agent prior to the date of the Agreement are true, correct and up-to-date;

(ii)                               Each Operative Document constitutes valid, binding and enforceable obligations of each party to it in accordance with its terms; and

(iii)                            There have been no amendments of, or variations to, termination of, or waiver of any right of obligation under, any Operative Documents which has not been approved by the Agent and no action has been taken by any party to those documents which in any way renders any Operative Document inoperative or unenforceable, in whole or in part.

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(r)                                     Ownership of the Obligors

(i)                                  members of the Coustas Family are the ultimate legal and beneficial owners of not less than thirty-three and one third per cent. (331/3%) of the issued share capital plus one share of the Guarantor; and

(ii)                               The Guarantor is the legal and beneficial owner of not less than 100 per cent. of the issued share capital of each Borrower.

(s)                                    No Default under the Shipbuilding Contracts

No Borrower is in default of any of its obligations under the Shipbuilding Contracts.

(t)                                     No Security

(i)                                  No Obligor has previously charged, encumbered or assigned the benefit of any of their rights, title and interest in or to the Shipbuilding Contracts and such benefit and all such rights, title and interest are freely assignable and chargeable in the manner contemplated by the Security Documents;

(ii)                               No property or rights of the Borrowers or any part thereof is subject to any Security, other than Permitted Lien.

(u)                                  No other business

No Borrower has prior to the date of this Agreement entered into any agreement or incurred any liability other than pursuant to or as contemplated by the Finance Documents and the Operative Documents or any matter ancillary thereto.

(v)                                  Money Laundering

Any termination contemplated by each Obligor under the Finance Documents and the performance of such Obligor’s obligations under the Finance Documents to which it is a party will be for its own account and will not involve any breach by it of any law or regulatory measure relating to money laundering as defined in Article 1 of the Directive (91/308/ELC) of the Council of the European Communities or any equivalent law or regulatory measure in any other jurisdiction.

(w)                                No rebate

There is no agreement or understanding to allow or pay any rebate, premium, commission, discount or other benefit or payment (howsoever described) to any Obligor, the Seller or any third party in connection with the purchase by the Borrowers of the Vessels, other than as disclosed to the Agent in writing on or prior to the date of this Agreement.

(x)                                  Taxes

It has paid all Taxes applicable to, or imposed on or in relation to it and its business.

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(y)                                  Solvency

(i)                                  No member of the Group is unable, or admits or has admitted its inability to pay its debts or has suspended or is about to suspend making payment on any of its debts or has ceased to meet its liabilities generally as they become due.

(ii)                               No member of the Group has made or intends to make any formal declaration of bankruptcy or any formal statement to the effect that it is insolvent or likely to become insolvent.

(iii)                            The value of the assets of the Group as a whole is not less than its liabilities (taking into account contingent and prospective liabilities).

(iv)                           No moratorium is being, or may, in the reasonably foreseeable future be, declared in respect of any indebtedness of any member of the Group.

(v)                              No corporate action, legal proceedings or other procedure or step described in paragraph (i) of Clause 26.8 (Insolvency proceedings) in Clause 26.9 (Creditors’ process) has commenced.

(z)                                   The Borrowers have not entered into any Hedging Documents other than the Existing Hedging Documents.

19.2                  Delivery Date representations

Each Obligor jointly and severally makes the Repeating Representations and the representations and warranties set out in this Clause 19.2 to each Secured Party on the Delivery Date for each Vessel:

(a)                                  Vessel

The relevant Vessel is:

(i)                                  in the absolute ownership of the applicable Borrower who is the sole, legal and beneficial owner of such Vessel, subject to the Security created pursuant to the Security Documents;

(ii)                               registered in the name of the applicable Borrower through the Registry as a ship operating under the laws and flag of the Flag State;

(iii)                            operationally seaworthy and in every way fit for service; and

(iv)                           classed with the Classification free of all outstanding and overdue requirements and recommendations of the Classification Society which could affect the class of such Vessel.

(b)                                  Consents obtained

Every consent, authorisation, licence or approval of, or registration with or declaration to, governmental or public bodies or authorities or courts required by each Borrower (and considered by the Agent, in its absolute discretion, to be material) to authorise, or required by the applicable Borrower in connection with, the execution, delivery, validity, enforceability or admissibility in evidence of the relevant Mortgage or the relevant Management Agreement or the performance by each Borrower of its obligations under

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the Security Documents relating to the relevant Vessel, has been obtained or made and is in full force and effect and there has been no default in the observance of any condition or restriction (if any) imposed in, or in connection with, any of the same.

(c)                                   Vessel Insurances

All Insurances in respect of the relevant Vessel are in full force and effect.

(d)                                  Title

Each Borrower has good and marketable title to the assets subject to the Security created by it pursuant to any Security Document, free from all Security except the Security created pursuant to, or permitted by, the Finance Documents.

(e)                                   Environmental Releases

No Environmental Claim is pending or threatened or likely to be made against the relevant Vessel.

(f)                                    Vessel’s employment

(i)                                  The relevant Vessel will not be subject to any charter other than the Time Charters and there will not be any agreement or arrangement whereby the Earnings may be shared with any other person other than as contemplated by the Security Documents.

(ii)                               The relevant Time Charter for that Vessel has not been amended, varied or supplemented save as approved in writing by all the Lenders.

(iii)                            Each Borrower is, to the best of its knowledge after due enquiry, not aware of any information, fact, circumstance or event relating to the Charterer and/or the relevant Time Charter for that Vessel, which would adversely affect the performance, legality, validity or binding nature of the obligations of the Charterer thereunder.

(g)                                   Freedom from Security

Neither the relevant Vessel (or its Earnings, Insurances or Requisition Compensation), the Time Charter relating to that Vessel, the Earnings Accounts or any other properties or rights of the Obligors which are, or are to be, the subject of any of the Security Documents nor any part thereof is subject to any Security other than any Permitted Lien.

(h)                                  ISM Code and ISPS Code compliance

All requirements of the ISM Code and the ISPS Code as they relate to the relevant Borrower, the Manager and the relevant Vessel have been complied with.

19.3                  Repetition

The Repeating Representations are deemed to be made by each Obligor by reference to the facts and circumstances then existing on the date of each Utilisation Request and the first day of each Interest Period, and as if reference in Clause 19.1(k) (Financial statements) to the Original Financial Statements were a reference to the then most recent audited consolidated financial statements of that Obligor.

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20.                         INFORMATION UNDERTAKINGS

The undertakings in this Clause 20 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

20.1                  Financial statements

Each Obligor shall supply to the Agent in sufficient copies for all the Lenders:

(a)                                  as soon as the same become available, but in any event within 150 days after the end of each of its financial years, the audited consolidated financial statements of the Guarantor for that financial year; and

(b)                                  as soon as the same become available, but in any event within 40 days after the end of each half of each of its financial years, the consolidated financial statements of the Guarantor for that financial half year; and

(c)                                   as soon as the same become available, but in any event within 40 days after the end of each quarter:

(i)                                  the consolidated financial statements of the Guarantor for that quarter; and

(ii)                               profit and loss statements up to the Consolidated EBITDA level of each Borrower for that quarter.

20.2                  Compliance Certificate

(a)                          Each Obligor shall supply to the Agent, with each set of financial statements delivered pursuant to paragraph (a)(a) or (b)(b) or (c) of Clause 20.1 (Financial statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 21 (Financial covenants) as at the date as at which those financial statements were drawn up.

(b)                           Each Compliance Certificate shall be signed by the Chief Financial Officer or two directors of the relevant Obligor and, if required to be delivered with the financial statements delivered pursuant to paragraph (a)(i) of Clause 20.1 (Financial statements).

20.3                  Requirements as to financial statements

(a)                           Each set of financial statements delivered by an Obligor pursuant to Clause 20.1 (Financial statements) shall be certified by a director of the relevant company as fairly representing its (or, as the case may be, its consolidated) financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up.

(b)                           20.1 Financial Statements) is prepared using Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for that Obligor unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in Accounting Principles, the accounting practices or reference periods and its auditors (or, if appropriate, the auditors of the Obligor) deliver to the Agent:

(i)                                      a description of any change necessary for those financial statements to reflect the Accounting Principles, accounting practices and reference periods upon which that Obligor’s Original Financial Statements were prepared; and

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(ii)                                   sufficient information, in form and substance as may be reasonably required by the Age 21 (Financial covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and that Obligor’s Original Financial Statements.

Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

20.4                  Information: miscellaneous

Each Obligor shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests, and each Hedging Bank):

(a)                                  all documents dispatched by it to its creditors generally at the same time as they are dispatched;

(b)                                  all documents required by any applicable law to be dispatched by it to its shareholders (or any class of them)), generally at the same time as they are dispatched;

(c)                                   at any time following a Default, all documents dispatched by it to its shareholders (or any class of them) generally at the same time as they are dispatched;

(d)                                  promptly, such further information regarding the financial condition, business and operations of any member of the Group as any Finance Party (through the Agent) or Hedging Bank may reasonably request;

(e)                                   upon reasonable request by the Agent, any information regarding: