Date 14 March 2008

GAS-ONE LTD.

as Borrower

- and -

THE BANKS AND FINANCIAL INSTITUTIONS

listed in Schedule 1

as Lenders

- and -

DANISH SHIP FINANCE A/S (DANMARKS SKIBSKREDIT A/S)

as Agent

and as Security Trustee

LOAN AGREEMENT

relating to a facility of up to US$174,033,000

to finance the 154,800 cubic meter Liquefied Natural Gas Carrier

under construction at

Samsung Heavy Industries Co., Ltd. having Hull No. 1641

▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇

Piraeus

INDEX

Clause

Page

1

INTERPRETATION

1

2

FACILITY

13

3

POSITION OF THE LENDERS

13

4

DRAWDOWN

13

5

INTEREST

14

6

INTEREST PERIODS

16

7

DEFAULT INTEREST

17

8

REPAYMENT AND PREPAYMENT

18

9

CONDITIONS PRECEDENT

19

10

REPRESENTATIONS AND WARRANTIES

20

11

GENERAL UNDERTAKINGS

23

12

CORPORATE UNDERTAKINGS

26

13

INSURANCE

27

14

SHIP COVENANTS

30

15

SECURITY COVER

34

16

PAYMENTS AND CALCULATIONS

35

17

APPLICATION OF RECEIPTS

37

18

EVENTS OF DEFAULT

37

19

FEES AND EXPENSES

42

20

INDEMNITIES

43

21

NO SET-OFF OR TAX DEDUCTION

45

22

ILLEGALITY, ETC

46

23

INCREASED COSTS

47

24

SET-OFF

48

25

TRANSFERS AND CHANGES IN LENDING OFFICES

49

26

VARIATIONS AND WAIVERS

52

27

NOTICES

53

28

SUPPLEMENTAL

54

29

LAW AND JURISDICTION

55

SCHEDULE 1 LENDERS AND COMMITMENTS

56

SCHEDULE 2

57

DRAWDOWN NOTICE

57

SCHEDULE 3

58

CONDITION PRECEDENT DOCUMENTS

58

SCHEDULE 4

62

TRANSFER CERTIFICATE

62

SCHEDULE 5

65

LIST OF LNG SHIPBROKERS

65

EXECUTION PAGE

66

(1)

GAS-ONE LTD., a company incorporated in Bermuda whose registered office is at ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ (the “Borrower”);

(2)

THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1, as Lenders;

(3)

DANISH SHIP FINANCE A/S (DANMARKS SKIBSKREDIT A/S), as Agent; and

(4)

DANISH SHIP FINANCE A/S (DANMARKS SKIBSKREDIT A/S), as Security Trustee.

BACKGROUND

The Lenders have agreed to make available to the Borrower a facility of up to $174,033,000 for the purpose of financing 75 per cent. of the Project Cost of a 154,800 cubic meter Liquified Natural Gas carrier currently having Builder’s Hull No. 1641 which is to be constructed by the Builder for, and purchased by, the Borrower.

IT IS AGREED as follows:

1

INTERPRETATION

1.1

Definitions. Subject to Clause 1.5, in this Agreement:

“Advance” means the principal amount of each borrowing by the Borrower under this Agreement;

“Affected Lender” has the meaning given in Clause 5.5;

“Agency and Trust Agreement” means the agency and trust agreement executed or to be executed between the Borrower, the Lenders, the Agent and the Security Trustee in the Agreed Form;

“Agent” means Danish Ship Finance A/S (Danmarks Skibskredit A/S), acting in such capacity through its office at Sankt ▇▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇-▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ K., Denmark, or any successor of it appointed under clause 5 of the Agency and Trust Agreement;

“Agreed Form” means, in relation to any document, that document in the form approved in writing by the Agent (acting upon the instructions of all the Lenders) or as otherwise approved in accordance with any other approval procedure specified in any relevant provision of any Finance Document;

“Approved Charter” means a charter in respect of the Ship entered or to be entered with a first- class charterer acceptable to the Lenders and on terms and conditions (including, without limitation, duration and charterhire) in all respects acceptable to the Lenders;

“Approved Flag” means any of the Bermuda, Greek, ▇▇▇▇▇▇▇▇ Islands, Liberian, Panamanian, Cyprus, Maltese or Bahamas flags or any other flag as the Lenders may, in their absolute discretion, approve as the flag on which the Ship may be registered;

“Approved Flag State” means any of Bermuda, Greece, ▇▇▇▇▇▇▇▇ Islands, Liberia, Panama, Cyprus, Malta, Bahamas or any other country in which the Lenders may, in their absolute discretion, approve that the Ship may be registered;

“Approved Manager” means Ceres LNG Services Ltd., a company incorporated in Bermuda whose registered office is at ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, or any other company which the Agent may, with the authorisation of the Majority Lenders, approve from time to time as the manager of the Ship;

“Availability Period” means the period commencing on the date of this Agreement and ending on:

(a)

10 December 2010 (or such later date as the Agent may, with the authorisation of the Majority Lenders, agree with the Borrower); or

(b)

if earlier, the date on which the Total Commitments are fully borrowed, cancelled or terminated;

“Builder” means Samsung Heavy Industries Co., Ltd., a corporation incorporated in the Republic of Korea whose registered office is at 11th Floor, KIPS Center, ▇▇▇-▇ ▇▇▇▇▇▇▇-▇▇▇▇, ▇▇▇▇▇▇▇- ▇▇, ▇▇▇▇▇, ▇▇▇▇▇;

“Business Day” means a day on which banks are open in London, Monaco, Piraeus and Copenhagen and, in respect of a day on which a payment is required to be made under a Finance Document, also in New York City;

“Commitment” means, in relation to a Lender, the amount set opposite its name in Schedule 1 as that amount may be reduced, cancelled or terminated in accordance with this Agreement (and “Total Commitments” means the aggregate of the Commitments of all the Lenders);

“Contract Price” means $214,750,000, being the aggregate amount payable by the Borrower to (a) the Original Buyer pursuant to the Transfer Agreement and (b) the Builder pursuant to the Shipbuilding Contract;

“Contractual Currency” has the meaning given in Clause 20.4;

“Contribution” means, in relation to a Lender, the part of the Loan which is owing to that Lender;

“Creditor Party” means the Agent, the Security Trustee or any Lender, whether as at the date of this Agreement or at any later time;

“Delivery Date” means the date on which the Ship is actually delivered to the Borrower in accordance with the Shipbuilding Contract;

“Diamond” means Diamond Marine Insurance Company Ltd., a company incorporated in Bermuda with its registered office at ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇;

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

“Drawdown Date” means, in relation to an Advance, the date requested by the Borrower for the Advance to be made, or (as the context requires) the date on which the Advance is actually made;

“Drawdown Notice” means a notice in the form set out in Schedule 2 (or in any other form which the Agent approves or reasonably requires);

“Earnings” means all moneys whatsoever which are now, or later become, payable (actually or contingently) to the Borrower or the Security Trustee and which arise out of the use or operation of the Ship, including (but not limited to):

(a)

except to the extent that they fall within paragraph (b);

(i)

all freight, hire and passage moneys;

(ii)

compensation payable to the Borrower or the Security Trustee in the event of requisition of the Ship for hire;

(iii)

remuneration for salvage and towage services;

(iv)

demurrage and detention moneys;

(v)

damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of the Ship; and

(vi)

all moneys which are at any time payable under any Insurances in respect of loss of hire; and

(b)

if and whenever the Ship is employed on terms whereby any moneys falling within paragraphs (a)(i) to (vi) are pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing arrangement which is attributable to the Ship;

“Environmental Claim” means:

(a)

any claim by any governmental, judicial or regulatory authority which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law; or

(b)

any claim by any other person which relates to an Environmental Incident or to an alleged Environmental Incident,

and “claim” means a claim for damages, compensation, fines, penalties or any other payment of any kind whether or not similar to the foregoing; an order or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action, including the arrest or attachment of any asset;

“Environmental Incident” means:

(a)

any release of Environmentally Sensitive Material from the Ship; or

(b)

any incident in which Environmentally Sensitive Material is released from a vessel other than the Ship and which involves a collision between the Ship and such other vessel or some other incident of navigation or operation, in either case, in connection with which the Ship is actually liable to be arrested, attached, detained or injuncted and/or the Ship and/or the Borrower and/or any operator or manager of the Ship is at fault or otherwise liable to any legal or administrative action in connection with the operation of the Ship; or

(c)

any other incident in which Environmentally Sensitive Material is released otherwise than from the Ship and in connection with which the Ship is actually or liable to be arrested and/or where the Borrower and/or any operator or manager of the Ship is at fault or otherwise liable to any legal or administrative action in connection with the operation of the Ship;

“Environmental Law” means any law relating to pollution or protection of the environment, to the carriage of Environmentally Sensitive Material or to actual or threatened releases of Environmentally Sensitive Material;

“Environmentally Sensitive Material” means oil, oil products and any other substance (including any chemical, gas or other hazardous or noxious substance) which is (or is capable of being or becoming) polluting, toxic or hazardous;

“Event of Default” means any of the events or circumstances described in Clause 18.1;

“Extra Pre-delivery Costs” means an amount of $17,294,000 representing the costs incurred or to be incurred by the Borrower during the construction of the Ship (in addition to the Contract Price of the Ship);

“Finance Documents” means:

(a)

this Agreement;

(b)

the Agency and Trust Agreement;

(c)

the Guarantee;

(d)

the Predelivery Security Assignment;

(e)

the General Assignment;

(f)

the Mortgage;

(g)

the Reinsurances Assignment; and

(h)

any other document (whether creating a Security Interest or not) which is executed at any time by the Borrower or any other person as security for, or to establish any form of subordination or priorities arrangement in relation to, any amount payable to the Lenders under this Agreement or any of the other documents referred to in this definition;

“Financial Indebtedness” means, in relation to a person (the “debtor”), a liability of the debtor:

(a)

for principal, interest or any other sum payable in respect of any moneys borrowed or raised by the debtor;

(b)

under any loan stock, bond, note or other security issued by the debtor;

(c)

under any acceptance credit, guarantee or letter of credit facility or dematerialised equivalent made available to the debtor;

(d)

under a financial lease, a deferred purchase consideration arrangement or any other agreement having the commercial effect of a borrowing or raising of money by the debtor;

(e)

under any foreign exchange transaction, any interest or currency swap or any other kind of derivative transaction entered into by the debtor or, if the agreement under which any such transaction is entered into requires netting of mutual liabilities, the liability of the debtor for the net amount; or

(f)

under a guarantee, indemnity or similar obligation entered into by the debtor in respect of a liability of another person which would fall within paragraphs (a) to (e) if the references to the debtor referred to the other person;

“GAAP” means generally accepted accounting principles in the United States of America established by the Financial Accounting Standards Board (FASB) including IFRS;

“General Assignment” means a general assignment of the Earnings, the Insurances and any Requisition Compensation in the Agreed Form;

“Guarantee” means a guarantee executed or to be executed by the Guarantor in the Agreed Form;

“Guarantor” means a company nominated by the Borrower and accepted by the Lenders as the company which shall execute the Guarantee;

“IFRS” means international accounting standards adopted by the International Accounting Standard Board (IASB) within the meaning of the IAS Regulations 1606/2002 to the extent applicable to the relevant financial statements;

“Insurances” means:

(a)

all policies and contracts of insurance, including entries of the Ship in any protection and indemnity or war risks association, which are effected in respect of the Ship, its Earnings or otherwise in relation to it; and

(b)

all rights and other assets relating to, or derived from, any of the foregoing, including any rights to a return of a premium;

“Interest Period” means a period determined in accordance with Clause 6;

“ISM Code” means the International Safety Management Code (including the guidelines on its implementation), adopted by the International Maritime Organisation, as the same may be amended or supplemented from time to time (and the terms “safety management system”, “Safety Management Certificate” and “Document of Compliance” have the same meanings as are given to them in the ISM Code);

“ISPS Code” means the International Ship and Port Facility Security Code as adopted by the International Maritime Organisation, as the same may be amended or supplemented from time to time;

“ISSC” means a valid and current International Ship Security Certificate issued under the ISPS Code;

“Lender” means a bank or financial institution listed in Schedule 1 and acting through its branch indicated in Schedule 1 (or through another branch notified to the Borrower under Clause 25.14) or its successor or assign;

“LIBOR” means, in relation to any period for which an interest rate is to be determined under any provision of a Finance Document:

(a)

the rate per annum equal to the offered quotation for deposits in Dollars for a period equal to, or as near as possible equal to, that period which appears on REUTERS BBA Page LIBOR 01 at or about 11.00 a.m. (London time) on the Quotation Date for that period (and, for the purposes of this Agreement, “REUTERS BBA Page LIBOR 01” means the display designated as “Page 01” on the REUTERS Service or such other page as may replace Page 01 on that service for the purpose of displaying rates comparable to that rate or on such other service as may be nominated by the British Bankers’ Association as the information vendor for the purpose of displaying British Bankers’ Association Interest Settlement Rates for Dollars); or

(b)

if no rate is quoted on REUTERS BBA Page LIBOR 01, the rate per annum determined by the Agent to be the arithmetic mean (rounded upwards, if necessary, to the nearest one-sixteenth of one per cent.) of the rates per annum notified to the Agent by each Lender as the rate at which deposits in Dollars are offered to that Lender by leading banks in the London Interbank Market at that Lender’s request at or about 11.00 a.m. (London time) on the Quotation Date for that period for a period equal to that period and for delivery on the first Business Day of it;

“Loan” means the principal amount for the time being outstanding under this Agreement;

“Major Casualty” means any casualty to the Ship in respect of which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds $1,000,000 or the equivalent in any other currency;

“Majority Lenders” means:

(a)

before an Advance has been made, Lenders whose Commitments total 66.66 per cent. of the Total Commitments; and

(b)

after an Advance has been made, Lenders whose Contributions total 66.66 per cent. of the Loan;

“Margin” means 0.625 per cent. per annum;

“Mortgage” means the first priority or, as the case may be, preferred mortgage on the Ship under the Approved Flag and deed of covenant collateral thereto (if applicable) executed or to be executed by the Borrower in favour of the Security Trustee, or as the case may be, the Lenders in the Agreed Form;

“Negotiation Period” has the meaning given in Clause 5.8;

“Notifying Lender” has the meaning given in Clause 22.1 or Clause 23.1 as the context requires;

“Novation Agreement” means the novation agreement to be made between the Builder, the Original Buyer and the Borrower in respect of the novation of the Shipbuilding Contract to the Borrower as buyer;

“Original Buyer” means Chevron Transport Corporation Ltd., a corporation organised and existing under the laws of Bermuda and having its registered office at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇;

“Payment Currency” has the meaning given in Clause 20.4;

“Pertinent Document” means:

(a)

any Finance Document;

(b)

any policy or contract of insurance contemplated by or referred to in Clause 13 or in any other provision of this Agreement or another Finance Document;

(c)

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

(d)

any document which has been or is at any time sent by or to a Servicing Bank in contemplation of or in connection with any Finance Document or any policy, contract or document falling within paragraphs (b) or (c);

“Pertinent Jurisdiction”, in relation to a company, means:

(a)

England and Wales;

(b)

the country under the laws of which the company is incorporated or formed;

(c)

a country in which the company has the centre of its main interests or in which the company’s central management and control is or has recently been exercised;

(d)

a country in which the overall net income of the company is subject to corporation tax, income tax or any similar tax;

(e)

a country in which assets of the company (other than securities issued by, or loans to, related companies) having a substantial value are situated, in which the company maintains a branch or permanent place of business, or in which a Security Interest created by the company must or should be registered in order to ensure its validity or priority; and

(f)

a country the courts of which have jurisdiction to make a winding up, administration or similar order in relation to the company whether as main or territorial or ancillary proceedings or which would have such jurisdiction if their assistance were requested by the courts of a country referred to in paragraphs (b) or (c);

“Pertinent Matter” means:

(a)

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

(b)

any statement relating to a Pertinent Document or to a transaction or matter falling within paragraph (a);

and covers any such transaction, matter or statement, whether entered into, arising or made at any time before the signing of this Agreement or on or at any time after that signing;

“Potential Event of Default” means an event or circumstance which, with the giving of any notice, the lapse of time, a reasonable determination of the Majority Lenders and/or the satisfaction of any other condition, would constitute an Event of Default;

“Predelivery Security Assignment” means an assignment of the Shipbuilding Contract and of the Refund Guarantee in the Agreed Form;

“Project Cost” means the amount of $232,044,000 representing the aggregate of the Contract Price and the Extra Pre-delivery Costs for the Ship;

“Quotation Date” means, in relation to any period for which an interest rate is to be determined under any provision of a Finance Document, the day which is 2 Business Days before the first day of that period, unless market practice differs in the London Interbank Market for a currency, in which case the Quotation Date will be determined by the Agent in accordance with market practice in the London Interbank Market (and if quotations would normally be given by leading banks in the London Interbank Market on more than one day, the Quotation Date will be the last of those days);

“Refund Guarantee” means an irrevocable guarantee numbered M0902-505-LG-00025 dated 6 May 2005 issued by the Refund Guarantor in favour of the Original Buyer under the Shipbuilding Contract as the same will be assigned by the Original Buyer to the Borrower pursuant to an assignment agreement to be made between the Original Buyer and the Borrower (with such assignment being acknowledged by the Refund Guarantor);

“Refund Guarantor” means The Export-Import Bank of Korea, a company incorporated in the Republic of Korea whose registered office is at ▇▇-▇, ▇▇▇▇▇-▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇;

“Reinsurances Assignment” means an assignment of any reinsurances of the Insurances of the Ship made or to be made by Diamond and the Security Trustee in the Agreed Form;

“Relevant Person” has the meaning given in Clause 18.9;

“Repayment Date” means a date on which a repayment is required to be made under Clause 8;

“Requisition Compensation” includes all compensation or other moneys payable by reason of any act or event such as is referred to in paragraph (b) of the definition of “Total Loss”;

“Secured Liabilities” means all liabilities which the Borrower, the Security Parties or any of them have, at the date of this Agreement or at any later time or times, under or in connection with any Finance Document or any judgment relating to any Finance Document; and for this purpose, there shall be disregarded any total or partial discharge of these liabilities, or variation of their terms, which is effected by, or in connection with, any bankruptcy, liquidation, arrangement or other procedure under the insolvency laws of any country;

“Security Interest” means:

(a)

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

(b)

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

(c)

any arrangement entered into by a person (A) the effect of which is to place another person (B) in a position which is similar, in economic terms, to the position in which B would have been had he held a security interest over an asset of A; but this paragraph (c)

does not apply to a right of set off or combination of accounts conferred by the standard terms of business of a bank or financial institution;

“Security Party” means the Guarantor and any other person (except a Creditor Party) who, as a surety or mortgagor, as a party to any subordination or priorities arrangement, or in any similar capacity, executes a document falling within the last paragraph of the definition of “Finance Documents”;

“Security Period” means the period commencing on the date of this Agreement and ending on the date on which the Agent notifies the Borrower, the Security Parties and the Lenders that:

(a)

all amounts which have become due for payment by the Borrower or any Security Party under the Finance Documents have been paid;

(b)

no amount is owing or has accrued (without yet having become due for payment) under any Finance Document;

(c)

neither the Borrower nor any Security Party has any future or contingent liability under Clause 19, 20 or 21 or any other provision of this Agreement or another Finance Document; and

(d)

the Agent, the Security Trustee and the Majority Lenders do not consider that there is a significant risk that any payment or transaction under a Finance Document would be set aside, or would have to be reversed or adjusted, in any present or possible future bankruptcy of the Borrower or a Security Party or in any present or possible future proceeding relating to a Finance Document or any asset covered (or previously covered) by a Security Interest created by a Finance Document;

“Security Trustee” means Danish Ship Finance A/S (Danmarks Skibskredit A/S), acting in such capacity through its office at ▇▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇, or any successor of it appointed under clause 5 of the Agency and Trust Agreement;

“Servicing Bank” means the Agent or the Security Trustee;

“Shareholder” means the person or company disclosed by the Borrower to the Agent in writing as the owner of the whole of the issued share capital of the Borrower;

“Ship” means the 154,800 cubic meter Liquefied Natural Gas carrier currently known as Hull No. 1641 which is to be constructed by the Builder for, and purchased by, the Borrower under the Shipbuilding Contract and upon delivery registered in the name of the Borrower under an Approved Flag;

“Shipbuilding Contract” means the Shipbuilding Contract dated 29 April 2005 as amended by an amendment No. 1 agreement dated 28 June 2007 made between the Builder and the Original Buyer for the construction by the Builder of the Ship and its purchase by the Original Buyer (as novated to the Borrower as buyer pursuant to the Novation Agreement) and as further supplemented and amended from time to time;

“SMC” means a safety management certificate issued in respect of the Ship in accordance with Rule 13 of the ISM Code;

“Total Loss” means:

(a)

actual, constructive, compromised, agreed or arranged total loss of the Ship;

(b)

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

(c)

any arrest, capture, seizure or detention of the Ship (including any hijacking or theft) unless it is within 1 month redelivered to the Borrower’s full control;

“Total Loss Date” means:

(a)

in the case of an actual loss of the Ship, the date on which it occurred or, if that is unknown, the date when the Ship was last heard of;

(b)

in the case of a constructive, compromised, agreed or arranged total loss of the Ship, the earliest of:

(i)

the date on which a notice of abandonment is given to the insurers; and

(ii)

the date of any compromise, arrangement or agreement made by or on behalf of the Borrower with the Ship’s insurers in which the insurers agree to treat the Ship as a total loss; and

(c)

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

“Transfer Agreement” means an agreement to be entered into between the Borrower and the Original Buyer in respect of the payment to be made by the Borrower to the Original Buyer in order to effect the novation of the Shipbuilding Contract to the Borrower; and

“Trust Property” has the meaning given in clause 3.1 of the Agency and Trust Agreement.

1.2

Construction of certain terms. In this Agreement:

“administration notice” means a notice appointing an administrator, a notice of intended appointment and any other notice which is required by law (generally or in the case concerned) to be filed with the court or given to a person prior to, or in connection with, the appointment of an administrator;

“approved” means, for the purposes of Clause 13, approved in writing by the Agent;

“asset” includes every kind of property, asset, interest or right, including any present, future or contingent right to any revenues or other payment;

“company” includes any partnership, joint venture and unincorporated association;

“consent” includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration, notarisation and legalisation;

“contingent liability” means a liability which is not certain to arise and/or the amount of which remains unascertained;

“document” includes a deed; also a letter, fax or telex;

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

“expense” means any kind of cost, charge or expense (including all legal costs, charges and expenses) and any applicable value added or other tax;

“law” includes any order or decree, any form of delegated legislation, any treaty or international convention and any regulation or resolution of the Council of the European Union, the European Commission, the United Nations or its Security Council;

“legal or administrative action” means any legal proceeding or arbitration and any administrative or regulatory action or investigation;

“liability” includes every kind of debt or liability (present or future, certain or contingent), whether incurred as principal or surety or otherwise;

“months” shall be construed in accordance with Clause 1.3;

“obligatory insurances” means all insurances effected, or which the Borrower is obliged to effect, under Clause 13 or any other provision of this Agreement or another Finance Document;

“parent company” has the meaning given in Clause 1.4;

“person” includes any company; any state, political sub-division of a state and local or municipal authority; and any international organisation;

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

“protection and indemnity risks” means the usual risks covered by a protection and indemnity association managed in London, including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation in them of Clause 6 of the International Hull Clauses (1/11/02 or 1/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/11/95)or clause 8 of the Institute Time Clauses (Hulls) (1/10/83) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision;

“regulation” includes any regulation, rule, official directive, request or guideline whether or not having the force of law, of any intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

“subsidiary” has the meaning given in Clause 1.4;

“tax” includes any present or future tax, duty, impost, levy or charge of any kind which is imposed by any state, any political sub-division of a state or any local or municipal authority (including any such imposed in connection with exchange controls), and any connected penalty, interest or fine; and

“war risks” includes the risk of mines and all risks excluded by clause 29 of the International Hull Clauses (1/11/02 or 1/11/03), clause 24 of the Institute Time Clauses (Hulls) (1/11/95) or clause 23 of the Institute Time Clauses (Hulls) (1/10/83).

1.3

Meaning of “month”. A period of one or more “months” ends on the day in the relevant calendar month numerically corresponding to the day of the calendar month on which the period started (“the numerically corresponding day”), but:

(a)

on the Business Day following the numerically corresponding day if the numerically corresponding day is not a Business Day or, if there is no later Business Day in the same calendar month, on the Business Day preceding the numerically corresponding day; or

(b)

on the last Business Day in the relevant calendar month, if the period started on the last Business Day in a calendar month or if the last calendar month of the period has no numerically corresponding day;

and “month” and “monthly” shall be construed accordingly.

1.4

Meaning of “subsidiary”. A company (S) is a subsidiary of another company (P) if:

(a)

a majority of the issued shares in S (or a majority of the issued shares in S which carry unlimited rights to capital and income distributions) are directly owned by P or are indirectly attributable to P; or

(b)

P has direct or indirect control over a majority of the voting rights attaching to the issued shares of S; or

(c)

P has the direct or indirect power to appoint or remove a majority of the directors of S; or

(d)

P otherwise has the direct or indirect power to ensure that the affairs of S are conducted in accordance with the wishes of P;

and any company of which S is a subsidiary is a parent company of S.

1.5

General Interpretation. In this Agreement:

(a)

references to, or to a provision of, a Finance Document or any other document are references to it as amended or supplemented, whether before the date of this Agreement or otherwise;

(b)

references to, or to a provision of, any law include any amendment, extension, re-enactment or replacement, whether made before the date of this Agreement or otherwise;

(c)

words denoting the singular number shall include the plural and vice versa; and

(d)

Clauses 1.1 to 1.5 apply unless the contrary intention appears.

1.6

Headings. In interpreting a Finance Document or any provision of a Finance Document, all clause, sub-clause and other headings in that and any other Finance Document shall be entirely disregarded.

2

FACILITY

2.1

Amount of facility. Subject to the other provisions of this Agreement, the Lenders shall make available to the Borrower a loan facility not exceeding the lesser of (a) $174,033,000 and (b) 75 per cent. of the Project Cost of the Ship.

2.2

Lenders’ participations in Loan. Subject to the other provisions of this Agreement, each Lender shall participate in each Advance in the proportion which, as at the relevant Drawdown Date, its Commitment bears to the Total Commitments.

2.3

Purpose of Loan. The Borrower undertakes with each Creditor Party to use each Advance only for the purpose stated in the preamble to this Agreement.

3

POSITION OF THE LENDERS

3.1

Interests of Lenders several. The rights of the Lenders under this Agreement are several.

3.2

Individual Lender’s right of action. Each Lender shall be entitled to ▇▇▇ for any amount which has become due and payable by the Borrower to it under this Agreement without joining the Agent, the Security Trustee or any other Lender as additional parties in the proceedings.

3.3

Proceedings by individual Lender requiring Majority Lender consent. Except as provided in Clause 3.2, no Lender may commence proceedings against the Borrower or any Security Party in connection with a Finance Document without the prior consent of the Majority Lenders.

3.4

Obligations of Lenders several. The obligations of the Lenders under this Agreement are several; and a failure of a Lender to perform its obligations under this Agreement shall not result in:

(a)

the obligations of the other Lenders being increased; nor

(b)

the Borrower, any Security Party or any other Lender being discharged (in whole or in part) from its obligations under any Finance Document;

and in no circumstances shall a Lender have any responsibility for a failure of another Lender to perform its obligations under this Agreement.

4

DRAWDOWN

4.1

Request for Advance. Subject to the following conditions, the Borrower may request an Advance to be made by ensuring that the Agent receives a completed Drawdown Notice not later than 11.00 a.m. (Copenhagen time), 5 Business Days prior to the intended Drawdown Date (other than in the case of the Drawdown Notice in respect of the first Advance which shall be received by the Agent no later than 11.00 a.m. (Copenhagen time) on the Drawdown Date for that Advance).

4.2

Availability. The conditions referred to in Clause 4.1 are that:

(a)

a Drawdown Date has to be a Business Day during the Availability Period;

(b)

the amount of each Advance shall not exceed:

(i)

in the case of the first Advance, $80,804,648;

(ii)

in the case of the second Advance, $16,903,835; and

(iii)

in the case of the third Advance, $76,324,517;

(c)

the aggregate amount of the Advances shall not exceed the lesser of:

(i)

the Total Commitments; and

(ii)

75 per cent. of the Project Cost; and

(d)

if the Borrower requests less than the maximum amount of an Advance, the amount not requested may be borrowed at a later stage Provided that there shall not be more than 3 Advances and no amounts may be drawdown after the Drawdown Date of the third Advance.

4.3

Notification to Lenders of receipt of a Drawdown Notice. The Agent shall promptly notify the Lenders that it has received a Drawdown Notice and shall inform each Lender of:

(a)

the amount of the Advance and the Drawdown Date;

(b)

the amount of that Lender’s participation in the Advance;

(c)

the duration of the first Interest Period.

4.4

Drawdown Notice irrevocable. A Drawdown Notice must be signed by a duly authorised signatory of the Borrower; and once served, a Drawdown Notice cannot be revoked without the prior consent of the Agent, acting with the authorisation of the Majority Lenders.

4.5

Lenders to make available Contributions. Subject to the provisions of this Agreement, each Lender shall, on and with value on each Drawdown Date, make available to the Agent for the account of the Borrower the amount due from that Lender on that Drawdown Date under Clause 2.2.

4.6

Disbursement of Advance. Subject to the provisions of this Agreement, the Agent shall on each Drawdown Date pay to the Borrower the amounts which the Agent receives from the Lenders under Clause 4.5; and that payment to the Borrower shall be made:

(a)

to the account of the Original Buyer or the Builder, as the case may be, which the Borrower specifies in the Drawdown Notice and any amount in excess of the amounts payable to either the Original Buyer or the Builder hereunder to the account of the Borrower; and

(b)

in the like funds as the Agent received the payments from the Lenders.

4.7

Disbursement of Advance to third party. The payment by the Agent under Clause 4.6 to the Original Buyer or the Builder, as the case may be, shall constitute the making of the Advance and the Borrower shall thereupon become indebted, as principal and direct obligor, to each Lender in an amount equal to that Lender’s Contribution.

5

INTEREST

5.1

Payment of normal interest. Subject to the provisions of this Agreement, interest on the Loan in respect of each Interest Period shall be paid by the Borrower on the last day of that Interest Period.

5.2

Normal rate of interest. Subject to the provisions of this Agreement, the rate of interest on the Loan in respect of an Interest Period shall be the aggregate of the Margin and LIBOR for that Interest Period.

5.3

Payment of accrued interest. In the case of an Interest Period of 12 months or longer, accrued interest shall be paid every 6 months during that Interest Period and on the last day of that Interest Period.

5.4

Notification of Interest Periods and rates of normal interest. The Agent shall notify the Borrower and each Lender of:

(a)

each rate of interest; and

(b)

the duration of each Interest Period;

as soon as reasonably practicable after each is determined.

5.5

Market disruption. The following provisions of this Clause 5 apply if:

(a)

at least 1 Business Day before the start of an Interest Period, Lenders having Contributions together amounting to more than 50 per cent. of the Loan (or, if the Loan has not been made, Commitments amounting to more than 50 per cent. of the Total Commitments) notify the Agent that LIBOR fixed by the Agent would not accurately reflect the cost to those Lenders of funding their respective Contributions (or any part of them) during the Interest Period in the London Interbank Market at or about 11.00 a.m. (London time) on the Quotation Date for the Interest Period; or

(b)

at least 1 Business Day before the start of an Interest Period, the Agent is notified by a Lender (the “Affected Lender”)that for any reason it is unable to obtain Dollars in the London Interbank Market in order to fund its Contribution (or any part of it) during the Interest Period.

5.6

Notification of market disruption. The Agent shall promptly notify the Borrower and each of the Lenders stating the circumstances falling within Clause 5.5 which have caused its notice to be given.

5.7

Suspension of drawdown. If the Agent’s notice under Clause 5.6 is served before an Advance is made:

(a)

in a case falling within Clauses 5.5(a) or (b), the Lenders’ obligations to make the Advance;

(b)

in a case falling within Clause 5.5(c), the Affected Lender’s obligation to participate in the Advance;

shall be suspended while the circumstances referred to in the Agent’s notice continue.

5.8

Negotiation of alternative rate of interest. If the Agent’s notice under Clause 5.6 is served after an Advance is made, the Borrower, the Agent and the Lenders or (as the case may be) the Affected Lender shall use reasonable endeavours to agree, within the 30 days after the date on which the Agent serves its notice under Clause 5.6 (the “Negotiation Period”), an alternative interest rate or (as the case may be) an alternative basis for the Lenders or (as the case may be) the Affected Lender to fund or continue to fund their or its Contribution during the Interest Period concerned.

5.9

Application of agreed alternative rate of interest. Any alternative interest rate or an alternative basis which is agreed during the Negotiation Period shall take effect in accordance with the terms agreed.

5.10

Alternative rate of interest in absence of agreement. If an alternative interest rate or alternative basis is not agreed within the Negotiation Period, and the relevant circumstances are continuing at the end of the Negotiation Period, then the Agent shall, with the agreement of each Lender or (as the case may be) the Affected Lender, set an interest period and interest rate representing the cost of funding of the Lenders or (as the case may be) the Affected Lender in Dollars or in any available currency of their or its Contribution plus the Margin; and the procedure provided for by this Clause 5.10 shall be repeated if the relevant circumstances are continuing at the end of the interest period so set by the Agent.

5.11

Notice of prepayment. If the Borrower does not agree with an interest rate set by the Agent under Clause 5.10, the Borrower may give the Agent not less than 15 Business Days’ notice of its intention to prepay at the end of the interest period set by the Agent.

5.12

Prepayment; termination of Commitments. A notice under Clause 5.11 shall be irrevocable; the Agent shall promptly notify the Lenders or (as the case may require) the Affected Lender of the Borrower’s notice of intended prepayment; and:

(a)

on the date on which the Agent serves that notice, the Total Commitments or (as the case may require) the Commitment of the Affected Lender shall be cancelled; and

(b)

on the last Business Day of the interest period set by the Agent, the Borrower shall prepay (without premium or penalty) the Loan or, as the case may be, the Affected Lender’s Contribution, together with accrued interest thereon at the applicable rate plus the Margin.

5.13

Application of prepayment. The provisions of Clause 8 shall apply in relation to the prepayment.

6

INTEREST PERIODS

6.1

Commencement of Interest Periods. The first Interest Period applicable to an Advance shall commence on the Drawdown Date and each subsequent Interest Period shall commence on the expiry of the preceding Interest Period.

6.2

Duration of normal Interest Periods. Subject to Clauses 6.3 and 6.4, each Interest Period shall be:

(a)

1, 2, 3, 6 or 12 months as notified by the Borrower to the Agent not later than 11.00 a.m. (Copenhagen time), 3 Business Days before the commencement of such Interest Period (other than in the case of the first Interest Period which shall be notified to the Agent not later than 11.00 a.m. (Copenhagen time) on the date of the commencement of that Interest Period); or

(b)

in the case of the first Interest Period applicable to the second and any subsequent Advance, a period ending on the last day of the Interest Period applicable to the first Advance then current, whereupon all of the Advances shall be consolidated and treated as a single Advance;

(c)

3 months, if the Borrower fails to notify the Agent by the time specified in paragraph (a); or

(d)

such other period as the Agent may, with the authorisation of the Majority Lenders, agree with the Borrower

Provided that no more than 3 1-month Interest Periods will be available to the Borrower in any 12-month period (with the first such period commencing on the first Drawdown Date and each subsequent period commencing on each anniversary thereof).

6.3

Duration of Interest Periods for repayment instalments. In respect of an amount due to be repaid under Clause 8 on a particular Repayment Date, an Interest Period shall end on that Repayment Date.

6.4

Non-availability of matching deposits for Interest Period selected. If, after the Borrower has selected and the Lenders have agreed an Interest Period longer than 6 months, any Lender notifies the Agent by 11.00 a.m. (Copenhagen time) on the third Business Day before the commencement of the Interest Period that it is not satisfied that deposits in Dollars for a period equal to the Interest Period will be available to it in the London Interbank Market when the Interest Period commences, the Interest Period shall be of 6 months.

7

DEFAULT INTEREST

7.1

Payment of default interest on overdue amounts. The Borrower shall pay interest in accordance with the following provisions of this Clause 7 on any amount payable by the Borrower under any Finance Document which the Agent, the Security Trustee or the other designated payee does not receive on or before the relevant date, that is:

(a)

the date on which the Finance Documents provide that such amount is due for payment; or

(b)

if a Finance Document provides that such amount is payable on demand, the date on which the demand is served; or

(c)

if such amount has become immediately due and payable under Clause 18.4, the date on which it became immediately due and payable.

7.2

Default rate of interest. Interest shall accrue on an overdue amount from (and including) the relevant date until the date of actual payment (as well after as before judgment) at the rate per annum determined by the Agent to be 2 per cent. above:

(a)

in the case of an overdue amount of principal, the higher of the rates set out at Clauses 7.3(a) and (b); or

(b)

in the case of any other overdue amount, the rate set out at Clause 7.3(b).

7.3

Calculation of default rate of interest. The rates referred to in Clause 7.2 are:

(a)

the rate applicable to the overdue principal amount immediately prior to the relevant date (but only for any unexpired part of any then current Interest Period);

(b)

the Margin plus, in respect of successive periods of any duration (including at call) up to 3 months which the Agent may select from time to time:

(i)

LIBOR; or

(ii)

if the Agent determines that Dollar deposits for any such period are not being made available to a Lender or (as the case may be) Lenders by leading banks in the London Interbank Market in the ordinary course of business, a rate from time to time determined by the Agent by reference to the cost of funds to the Agent from such other sources as the Agent may from time to time determine.

7.4

Notification of interest periods and default rates. The Agent shall promptly notify the Lenders and the Borrower of each interest rate determined by the Agent under Clause 7.3 and of each period selected by the Agent for the purposes of paragraph (b) of that Clause; but this shall not be taken to imply that the Borrower is liable to pay such interest only with effect from the date of the Agent’s notification.

7.5

Payment of accrued default interest. Subject to the other provisions of this Agreement, any interest due under this Clause shall be paid on the last day of the period by reference to which it was determined; and the payment shall be made to the Agent for the account of the Creditor Party to which the overdue amount is due.

7.6

Compounding of default interest. Any such interest which is not paid at the end of the period by reference to which it was determined shall thereupon be compounded.

8

REPAYMENT AND PREPAYMENT

8.1

Amount of repayment instalments. The Borrower shall repay the Loan by:

(a)

40 consecutive quarterly instalments, the first 12 instalments of $2,812,913 each and the next 28 instalments of $2,062,913 each; and

(b)

a balloon instalment of $82,516,480 (the “Balloon Instalment”)

Provided that if the aggregate amount of the Loan drawn down by the Borrower is less than $174,033,000, each repayment instalment and the Balloon Instalment shall be reduced pro rata by an amount in aggregate equal to such undrawn amount.

8.2

Repayment Dates. The first instalment shall be repaid on the date falling three months after the final Drawdown Date and the last instalment together with the Balloon Instalment on the date falling on the tenth anniversary of the final Drawdown Date.

8.3

Final Repayment Date. On the final Repayment Date, the Borrower shall additionally pay to the Agent for the account of the Creditor Parties all other sums then accrued or owing under any Finance Document.

8.4

Voluntary prepayment. Subject to the following conditions, the Borrower may prepay the whole or any part of the Loan on the last day of an Interest Period.

8.5

Conditions for voluntary prepayment. The conditions referred to in Clause 8.4 are that:

(a)

a partial prepayment shall be $1,000,000 or a multiple of $1,000,000;

(b)

the Agent has received from the Borrower at least 15 Business Days’ prior written notice specifying the amount to be prepaid and the date on which the prepayment is to be made; and

(c)

the Borrower has provided evidence satisfactory to the Agent that any consent required by the Borrower or any Security Party in connection with the prepayment has been obtained and remains

in force, and that any requirement relevant to this Agreement which affects the Borrower or any Security Party has been complied with.

8.6

Effect of notice of prepayment. A prepayment notice may not be withdrawn or amended without the consent of the Agent, given with the authorisation of the Majority Lenders, and the amount specified in the prepayment notice shall become due and payable by the Borrower on the date for prepayment specified in the prepayment notice.

8.7

Notification of notice of prepayment. The Agent shall notify the Lenders promptly upon receiving a prepayment notice, and shall provide any Lender which so requests with a copy of any document delivered by the Borrower under Clause 8.5(c).

8.8

Mandatory prepayment. The Borrower shall be obliged to prepay the whole of the Loan:

(a)

if the Ship is sold, on or before the date on which the sale is completed by delivery of the Ship to the buyer; or

(b)

if the Ship becomes a Total Loss, on the earlier of the date falling 180 days after the Total Loss Date and the date of receipt by the Security Trustee of the proceeds of insurance relating to such Total Loss; or

(c)

if any of the following occurs, on demand by the Agent (unless otherwise agreed):

(i)

any of the events specified in Article IX of the Shipbuilding Contract occurs; or

(ii)

the Shipbuilding Contract is amended or varied without the prior written consent of the Majority Lenders except for any such amendment or variation as is permitted by this Agreement or any other relevant Finance Document; or

(iii)

the Ship has not for any reason been delivered to, and accepted by, the Borrower under the Shipbuilding Contract by the last day of the Availability Period; or

(d)

within 40 days (or such longer period as may be agreed by the Agent (acting upon the instructions of all the Lenders) following a request from the Borrower and subject to the Borrower having submitted promptly a valid demand under the Refund Guarantee) of the date on which either the Shipbuilding Contract or the Refund Guarantee is cancelled, terminated, rescinded or suspended or otherwise ceases to remain in force for any reason.

8.9

Amounts payable on prepayment. A prepayment shall be made together with accrued interest (and any other amount payable under Clause 20 or otherwise) in respect of the amount prepaid and, if the prepayment is not made on the last day of an Interest Period together with any sums payable under Clause 20.1(b) but without premium or penalty.

8.10

Application of partial prepayment. Each partial prepayment shall be applied against the repayment instalments specified in Clause 8.1 in inverse order of maturity.

8.11

No reborrowing. No amount prepaid may be reborrowed.

9

CONDITIONS PRECEDENT

9.1

Documents, fees and no default. Each Lender’s obligation to contribute to an Advance is subject to the following conditions precedent:

(a)

that, on or before the service of the first Drawdown Notice, the Agent receives the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers;

(b)

that, on or before the service of the first Drawdown Notice, the Agent receives the up-front fee referred to in Clause 19.1 and all accrued commitment fee payable pursuant to Clause 19.1; and

(c)

that, on or before the first Drawdown Date, the Agent receives the documents described in Part B of Schedule 3 in form and substance satisfactory to the Agent and its lawyers;

(d)

that on or before the Drawdown Date in respect of the second Advance the Agent receives the documents described in Part C of Schedule 3 (other than the Approved Charter, a copy of which shall be delivered to the Agent no later than 5 Business Days prior to such Drawdown Date) in form and substance satisfactory to the Agent and its lawyers;

(e)

that, on or before the final Drawdown Date, the Agent receives the documents described in Part D of Schedule 3 in form and substance satisfactory to the Agent and its lawyers;

(f)

that both at the date of each Drawdown Notice and at each Drawdown Date:

(i)

no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the Loan;

(ii)

the representations and warranties in Clause 10.1 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing unless, the Agent, acting on the instructions of the Majority Lenders, agrees to the contrary;

(iii)

none of the circumstances contemplated by Clause 5.5 has occurred and is continuing; and

(iv)

there has been no material adverse change in the financial position, operation or circumstances of the Borrower or the Guarantor since the date of this Agreement;

(g)

that, if the ratio set out in Clause 15.1 were applied immediately following the making of the Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and

(h)

that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by notice to the Borrower prior to the Drawdown Date.

9.2

Waiver of conditions precedent. If the Majority Lenders, at their discretion, permit an Advance to be borrowed before certain of the conditions referred to in Clause 9.1 are satisfied, the Borrower shall ensure that those conditions are satisfied within 10 Business days after the Drawdown Date (or such longer period as the Agent may, with the authorisation of the Majority Lenders, specify).

10

REPRESENTATIONS AND WARRANTIES

10.1

General. The Borrower represents and warrants to each Creditor Party as follows.

10.2

Status. The Borrower is duly incorporated and validly existing and in good standing under the laws of Bermuda.

10.3

Share capital and ownership. The Borrower has an authorised share capital of $12,000 divided into 12,000 registered shares of $1 each all of which shares have been issued fully paid, and the legal title and beneficial ownership of all those shares is held, free of any Security Interest or other claim, by the Shareholder.

10.4

Corporate power. The Borrower has the corporate capacity, and has taken all corporate action and obtained all consents necessary for it:

(a)

to execute the Novation Agreement and the Transfer Agreement, to purchase and pay for the Ship under the Shipbuilding Contract and the Transfer Agreement and register the Ship in its name under an Approved Flag;

(b)

to execute the Finance Documents to which the Borrower is a party; and

(c)

to borrow under this Agreement and to make all the payments contemplated by, and to comply with, those Finance Documents.

10.5

Consents in force. All the consents referred to in Clause 10.4 remain in force and nothing has occurred which makes any of them liable to revocation.

10.6

Legal validity; effective Security Interests. The Finance Documents to which the Borrower is a party, do now or, as the case may be, will, upon execution and delivery (and, where applicable, registration as provided for in the Finance Documents):

(a)

constitute the Borrower’s legal, valid and binding obligations enforceable against the Borrower in accordance with their respective terms; and

(b)

create legal, valid and binding Security Interests enforceable in accordance with their respective terms over all the assets to which they, by their terms, relate;

subject to any relevant insolvency laws affecting creditors’ rights generally.

10.7

No third party Security Interests. Without limiting the generality of Clause 10.6, at the time of the execution and delivery of each Finance Document:

(a)

the Borrower will have the right to create all the Security Interests which that Finance Document purports to create; and

(b)

no third party will have any Security Interest or any other interest, right or claim over, in or in relation to any asset to which any such Security Interest, by its terms, relates.

10.8

No conflicts. The execution by the Borrower of each Finance Document, and the borrowing by the Borrower of the Loan, and its compliance with each Finance Document will not involve or lead to a contravention of:

(a)

any law or regulation; or

(b)

the constitutional documents of the Borrower; or

(c)

any contractual or other obligation or restriction which is binding on the Borrower or any of its assets.

10.9

No withholding taxes. All payments which the Borrower is liable to make under the Finance Documents may be made without deduction or withholding for or on account of any tax payable under any law of any Pertinent Jurisdiction.

10.10

No default. No Event of Default or Potential Event of Default has occurred and is continuing.

10.11

Information. All information which has been provided in writing by or on behalf of the Borrower or any Security Party to any Creditor Party in connection with any Finance Document satisfied the requirements of Clause 11.5; all audited and unaudited accounts which have been so provided satisfied the requirements of Clause 11.7; and there has been no material adverse change in the financial position or state of affairs of the Borrower from that disclosed in the latest of those accounts.

10.12

No litigation. No legal or administrative action involving the Borrower (including action relating to any alleged or actual breach of the ISM Code or the ISPS Code) has been commenced or taken or, to the Borrower’s knowledge, is likely to be commenced or taken which, in either case, would be likely to have a material adverse effect on the Borrower’s financial position or profitability.

10.13

Validity and completeness of Shipbuilding Contract, Transfer Agreement, Novation Agreement and Refund Guarantee. Each of the Shipbuilding Contract, the Transfer Agreement, the Novation Agreement and the Refund Guarantee constitute valid, binding and enforceable obligations of the parties thereto in accordance with its terms; and:

(a)

the copies of the Shipbuilding Contract, the Transfer Agreement, the Novation Agreement, and the Refund Guarantee delivered to the Agent before the date of this Agreement are true and complete copies or, in the case of the Refund Guarantee, original thereof; and

(b)

no amendments or additions to the Shipbuilding Contract, the Transfer Agreement, the Novation Agreement or the Refund Guarantee have been agreed nor has any party thereto waived any of their respective rights under any of them.

10.14

No rebates etc. Other than pursuant to the Transfer Agreement, there is no agreement or understanding to allow or pay any rebate, premium, commission, discount or other benefit or payment (howsoever described) to the Borrower, the Builder, the Original Buyer or a third party in connection with the purchase by the Borrower of the Ship, other than as disclosed to the Lenders in writing on or prior to the date of this Agreement.

10.15

Compliance with certain undertakings. At the date of this Agreement, the Borrower is in compliance with Clauses 11.2, 11.3, 11.4, 11.9 and 11.13.

10.16

Taxes paid. The Borrower has paid all taxes applicable to, or imposed on or in relation to the Borrower, its business or the Ship.

10.17

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

10.18

No money laundering. Without prejudice to the generality of Clause 2.3, in relation to the borrowing by the Borrower of the Loan, the performance and discharge of their respective obligations and liabilities under the Finance Documents, and the transactions and other arrangements affected or contemplated by the Finance Documents to which the Borrower is a party, the Borrower confirms (i) that it is acting for its own account; (ii) that it will use the proceeds of the Loan for its own benefit, under its full responsibility and exclusively for the purposes specified in this Agreement; and (iii) that the foregoing will not involve or lead to a

contravention of any law, official requirement or other regulatory measure or procedure implemented to combat “money laundering” (as defined in Article 1 of Directive (91/308) EEC) of the Council of the European Communities).

11

GENERAL UNDERTAKINGS

11.1

General. The Borrower undertakes with each Creditor Party to comply with the following provisions of this Clause 11 at all times during the Security Period except as the Agent may, with the authorisation of the Majority Lenders, otherwise permit.

11.2

Title; negative pledge. The Borrower will:

(a)

hold the legal title to, and own the entire beneficial interest in the Ship, the Insurances and Earnings, free from all Security Interests and other interests and rights of every kind, except for those created by the Finance Documents and the effect of assignments contained in the Finance Documents; and

(b)

not create or permit to arise any Security Interest over any other asset, present or future.

11.3

No disposal of assets. The Borrower will not transfer, lease or otherwise dispose of:

(a)

all or a substantial part of its assets, whether by one transaction or a number of transactions, whether related or not; or

(b)

any debt payable to it or any other right (present, future or contingent right) to receive a payment, including any right to damages or compensation.

11.4

No other liabilities or obligations to be incurred. The Borrower will not incur any liability or obligation except liabilities and obligations under the Shipbuilding Contract, the Transfer Agreement, the Novation Agreement and the Finance Documents and liabilities or obligations reasonably incurred in the ordinary course of operating and chartering the Ship.

11.5

Information provided to be accurate. All financial and other information which is provided in writing by or on behalf of the Borrower under or in connection with any Finance Document will be true and not misleading and will not omit any material fact or consideration.

11.6

Provision of financial statements. The Borrower will send to the Agent:

(a)

as soon as possible, but in no event later than 5 months after the end of each financial year of the Borrower, the audited consolidated accounts of the Borrower (commencing with the financial year ended 31 December 2007);

(b)

as soon as possible, but in no event later than 90 days after the end of each 6-month period ending on 30 June in each financial year of the Borrower:

(i)

unaudited consolidated accounts of the Borrower (commencing with the accounts for the 6-month period ending on 30 June 2008) certified as to their correctness by any officer or director of the Borrower; and

(ii)

(as from the first financial 6-month period falling after the Delivery Date) management accounts in a format approved by the Agent which show the results of the operation of the Ship during the preceding financial 6-month period and which are certified as to their correctness by the chief financial officer of the Borrower;

(c)

as soon as possible, but in no event later than 3 months after the end of each financial year of the Borrower (commencing with the financial year in which the Delivery Date falls), a budget in a format approved by the Agent which shows all anticipated income and expenditure of the Ship during the next financial year of the Borrower.

11.7

Form of financial statements. All accounts (audited and unaudited) delivered under Clause 11.6 will:

(a)

be prepared in accordance with all applicable laws and GAAP consistently applied;

(b)

give a true and fair view of the state of affairs of the Borrower and the Guarantor at the date of those accounts and of their profit for the period to which those accounts relate; and

(c)

fully disclose or provide for all significant liabilities of the Borrower and the Guarantor.

11.8

Creditor notices. The Borrower will send the Agent, at the same time as they are despatched, copies of all material communications which the Borrower is legally obliged to despatch to all of its creditors or any class of them.

11.9

Consents. The Borrower will maintain in force and promptly obtain or renew, and will promptly send certified copies to the Agent of, all consents required:

(a)

for the Borrower to perform its obligations under any Finance Document;

(b)

for the validity or enforceability of any Finance Document;

(c)

for the Borrower to continue to own and operate the Ship;

and the Borrower will comply with the terms of all such consents.

11.10

Maintenance of Security Interests. The Borrower will:

(a)

at its own cost, do all that it reasonably can to ensure that any Finance Document validly creates the obligations and the Security Interests which it purports to create; and

(b)

without limiting the generality of paragraph (a), at its own cost, promptly register, file, record or enrol any Finance Document (to which it is a party) with any court or authority in all Pertinent Jurisdictions, pay any stamp, registration or similar tax in all Pertinent Jurisdictions in respect of any Finance Document, give any notice or take any other step which, in the opinion of the Majority Lenders, is or has become necessary or desirable for any Finance Document to be valid, enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest which it creates.

11.11

Notification of litigation. The Borrower will provide the Agent with details of any legal or administrative action involving the Borrower, any Security Party, the Approved Manager or the Ship, the Earnings or the Insurances as soon as such action is instituted or it becomes apparent to the Borrower that it is likely to be instituted, unless it is clear that the legal or administrative action cannot be considered material in the context of any Finance Document.

11.12

No amendment to Shipbuilding Contract, Transfer Agreement or Refund Guarantee. The Borrower will not agree to any amendment or supplement to, or waive or fail to enforce, the Shipbuilding Contract, the Transfer Agreement or the Refund Guarantee or any of their respective provisions except as permitted by this Agreement and the other Finance Documents.

11.13

Principal place of business. The Borrower will maintain its place of business, and keep its corporate documents and records, at the address stated at the commencement of this Agreement; and the Borrower will not establish, or do anything as a result of which it would be deemed to have, a place of business in any country other than Bermuda.

11.14

Confirmation of no default. The Borrower will, within 2 Business Days after service by the Agent of a written request, serve on the Agent a notice which is signed by 2 directors of the Borrower and which:

(a)

states that no Event of Default or Potential Event of Default has occurred; or

(b)

states that no Event of Default or Potential Event of Default has occurred, except for a specified event or matter, of which all material details are given.

The Agent may serve requests under this Clause 11.14 from time to time but only if asked to do so by a Lender or Lenders having Contributions exceeding 10 per cent. of the Loan or (if the Loan has not been made) Commitments exceeding 10 per cent of the Total Commitments; and this Clause 11.14 does not affect the Borrowers’ obligations under Clause 11.15.

11.15

Notification of default. The Borrower will notify the Agent as soon as the Borrower becomes aware of:

(a)

the occurrence of an Event of Default or a Potential Event of Default; or

(b)

any matter which indicates that an Event of Default or a Potential Event of Default may have occurred;

and will keep the Agent fully up-to-date with all developments.

11.16

Provision of further information. The Borrower will, as soon as practicable after receiving the request, provide the Agent with any additional financial or other information relating:

(a)

to the Borrower, the Ship, the Earnings or the Insurances; or

(b)

to any other matter relevant to, or to any provision of, a Finance Document,

which may be requested by the Agent, the Security Trustee or any Lender at any time.

11.17

Provision of copies and translation of documents. The Borrower will supply the Agent with a sufficient number of copies of the documents referred to above to provide 1 copy for each Creditor Party; and if the Agent so requires in respect of any of those documents, the Borrower will provide a certified English translation prepared by a translator approved by the Agent.

11.18

“Know your customer” checks. If:

(a)

the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

(b)

any change in the status of the Borrower or any Security Party (including, without limitation, a change in the composition of their shareholders) after the date of this Agreement; or

(c)

a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

obliges the Agent or any Lender (or, in the case of paragraph (c), any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrowers shall promptly upon the request of the Agent or the Lender concerned supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or the Lender concerned (for itself or, in the case of the event described in paragraph (c), on behalf of any prospective new Lender) in order for the Agent, the Lender concerned or, in the case of the event described in paragraph (c), any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

12

CORPORATE UNDERTAKINGS

12.1

General. The Borrower also undertakes with each Creditor Party to comply with the following provisions of this Clause 12 at all times during the Security Period except as the Agent may, with the authorisation of the Majority Lenders, otherwise permit.

12.2

Maintenance of status. The Borrower will maintain its separate corporate existence and remain in good standing under the laws of Bermuda.

12.3

Negative undertakings. The Borrower will not:

(a)

carry on any business other than the ownership, chartering and operation of the Ship; or

(b)

effect any form of redemption, purchase or return of share capital; or

(c)

provide any form of credit or financial assistance to:

(i)

a person who is directly or indirectly interested in the Borrower’s share or loan capital; or

(ii)

any company in or with which such a person is directly or indirectly interested or connected;

or enter into any transaction with or involving such a person or company on terms which are, in any respect, less favourable to the Borrower than those which it could obtain in a bargain made at arms’ length;

(d)

issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital;

(e)

acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks, or enter into any transaction in a derivative;

(f)

enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation;

(g)

incur any Financial Indebtedness other than as contemplated by this Agreement; or

(h)

agree to purchase any vessel other than the Ship.

12.4

Share Ownership. The Borrower shall ensure and procure that all the shares issued by it are owned directly or indirectly by the Shareholder.

13

INSURANCE

13.1

General. The Borrower also undertakes with each Creditor Party to comply with the following provisions of this Clause 13 at all times during the Security Period (after the Delivery Date) except as the Agent may, with the authorisation of the Majority Lenders, otherwise permit.

13.2

Maintenance of obligatory insurances. The Borrower shall keep the Ship insured at the expense of the Borrower against:

(a)

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

(b)

war risks (including blocking and trapping);

(c)

protection and indemnity risks; and

(d)

any other risks against which the Security Trustee considers, having regard to practices and other circumstances prevailing at the relevant time, it would in the opinion of the Security Trustee be reasonable for the Borrower to insure and which are specified by the Security Trustee by notice to the Borrower.

13.3

Terms of obligatory insurances. The Borrower shall effect such insurances:

(a)

in Dollars;