CTRM Castor Maritime Inc

Form 20-F ☒

Form 40-F  ☐

	CASTOR MARITIME INC.
Dated: December 12, 2024
	By:	/s/ Petros Panagiotidis
		Petros Panagiotidis
		Chairman, Chief Executive Officer and Chief Financial Officer

ARTICLE I Definitions	1
SECTION 1.01. Definitions.	1
ARTICLE II Purchase and Sale of the Purchased Shares	4
SECTION 2.01. Purchase and Sale.	4
SECTION 2.02. Closing.	4
SECTION 2.03. Termination.	4
ARTICLE III Representations and Warranties of the Company	5
SECTION 3.01. Purchased Shares.	5
SECTION 3.02. Organization.	5
SECTION 3.03. Good Standing.	5
SECTION 3.04. Due Authorization.	6
SECTION 3.05. No Conflicts.	6
SECTION 3.06. No Consents Required.	6
SECTION 3.07. Anti Take-over Statutes; Anti-Takeover Laws.	7
ARTICLE IV Representations and Warranties of the Investor	7
SECTION 4.01. Organization.	7
SECTION 4.02. Due Authorization.	7
SECTION 4.03. No Conflicts.	7
SECTION 4.04. No Consents Required.	8
SECTION 4.05. Financial Capability.	8
SECTION 4.06. Purchaser Status.	8
SECTION 4.07. No Reliance.	8
SECTION 4.08. Private Placement Consideration.	9
SECTION 4.09. Compliance.	9
ARTICLE V Additional Agreements	9
SECTION 5.01. Confidentiality.	9
SECTION 5.02. Expenses.	10
SECTION 5.03. Use of Proceeds.	10
SECTION 5.04. Transfer Restrictions.	10
SECTION 5.05. Removal of Legends; Transfer.	10
ARTICLE VI Conditions to Closing	11
SECTION 6.01. Conditions to the Obligations of the Company.	11
SECTION 6.02. Conditions to the Obligations of the Investor.	12
ARTICLE VII Registration and Conversion Rights	12
SECTION 7.01. Registration Rights.	12
SECTION 7.02. Conversion Rights.	12

ARTICLE VIII Miscellaneous	13
SECTION 8.01. No Other Representations or Warranties.	13
SECTION 8.02. Notices.	13
SECTION 8.03. Amendments; Waivers.	14
SECTION 8.04. Interpretation.	14
SECTION 8.05. Further Assurances.	15
SECTION 8.06. Assignment.	15
SECTION 8.07. Survival.	15
SECTION 8.08. Construction.	15
SECTION 8.09. Governing Law.	15
SECTION 8.10. Waiver of Jury Trial.	16
SECTION 8.11. Consent to Jurisdiction; Enforcement.	16
SECTION 8.12. Entire Agreement; No Third-Party Beneficiaries.	16
SECTION 8.13. Severability.	17
SECTION 8.14. Counterparts.	17

(a)

if to the Company, to

(b)

if to the Investor,

	CASTOR MARITIME INC.
	By:
		/s/ Dionysios Makris
		Name: Dionysios Makris
		Title: Director

	TORO CORP.
	By:
		/s/ Angelos Rounick Platanias
		Name: Angelos Rounick Platanias
		Title: Board of Directors, Secretary

REGISTRATION:		Subject to the Investor timely providing the Company with all information and documents reasonably requested by the Company in connection with such filings, the Company will file, as promptly as reasonably practicable, and in any event no later than 60 calendar days after a request by the Investor, one or more registration statements to register Registrable Securities then held by the Investor (including a plan and method of distribution as reasonably determined by the Company and the Investor). Each such registration statement may also register sales of securities for the account of the Company or other holders. The Company will use its reasonable best efforts to have each such registration statement declared effective as soon as possible after such filing.   The Company shall only be required to effect such a demand registration if the expected aggregate gross proceeds from the offering of the Registrable Securities to be registered in connection with such demand registration are at least $5,000,000 and the Company shall not be required to effect a demand registration for an amount of expected aggregate gross proceeds of more than $25,000,000 in any consecutive calendar 12-month period. Subject to any Blackout Period, the Company will use its reasonable best efforts to keep such registration statement continuously effective until the distribution contemplated in such registration statement has been completed.
BLACKOUT PERIODS:		In the event that the Company determines in good faith that the registration or sale of Registrable Securities would reasonably be expected to materially adversely affect or materially interfere with any material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been, and is not otherwise required to be, disclosed to the public, the Company shall be entitled to postpone the filing or the effectiveness of a registration statement, or suspend the availability of a registration statement and the prospectus contained therein for sales thereunder, for a period of up to 90 days.   A Blackout Period may not occur more than 3 times in any period of 12 consecutive months or last, together with any other Blackout Period, in the aggregate, more than 90 days in any period of 12 consecutive months.

EXPENSES:		All fees and expenses (other than Selling Expenses) incident to the Company’s performance of its obligations hereunder (including all registration and filing fees) shall be borne solely by the Company. The Investor shall pay all Selling Expenses.
TERM:		The rights and obligations of the Company and the Investor pursuant to Section 7.01 (Registration Rights) shall commence on and from the date hereof and shall terminate on (i) the date occurring after the seventh anniversary of the date hereof or (ii) if earlier, the date on which the Investor owns no Registrable Securities.

(i)

for each Dividend Period commencing on, and including, August 7, 2023 (the “Original Issue Date”) until (but excluding) the seventh anniversary of the Original Issue Date, 5.00% per annum of the Stated Amount; and

(ii)

for each Dividend Period commencing on and from the seventh anniversary of the Original Issue Date and at all times thereafter, at a rate which is equal to the Annual Rate in effect for the last Dividend Period prior to the adjustment multiplied on each anniversary of the Original Issue Date (with the first adjustment occurring on such seventh anniversary) by a factor of 1.30 provided however that the Annual Rate cannot exceed the rate of 20% per annum.

	By:	/s/ Dionysios Makris
	Name:	Dionysios Makris

Exhibit 99.3

Index
Clause		Page
1	Interpretation	1
2	Facility	19
3	Position of the Lenders	19
4	Drawdown	20
5	Interest	20
6	Interest Periods	25
7	Default Interest	26
8	Repayment and Prepayment	27
9	Conditions Precedent	29
10	Representations and Warranties	30
11	General Undertakings	33
12	Corporate Undertakings	38
13	Insurance	39
14	Ship Covenants	46
15	Security Cover	52
16	Payments and Calculations	54
17	Application of Receipts	55
18	Application of Earnings	56
19	Events of Default	57
20	Fees and Expenses	63
21	Financial Covenants	64
22	Indemnities	65
23	No Set-Off or Tax Deduction	67
24	Illegality, etc.	69
25	Increased Costs	70
26	Set-Off	71
27	Transfers and Changes in Lending Offices	75
28	Variations and Waivers	78
29	Notices	81
30	Joint and Several Liability	83
31	Supplemental	83
32	Law and Jurisdiction	83

Schedules
Schedule 1 Drawdown Notice		85
Schedule 2 Condition Precedent Documents		86
	Part A	86
	Part B	87
Schedule 3 Transfer Certificate		88
Schedule 4 Form of Compliance Certificate		92
Execution
Execution Pages		93

(1)	CASTOR MARITIME INC., a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960, as Borrower;

(2)	TORO CORP., as Lender;

(3)

YOGI BEAR SHIPPING CO., LIONO SHIPPING CO., CINDERELLA SHIPPING CO., MULAN SHIPPING CO., ARIEL SHIPPING CO., ASTERIX SHIPPING CO., SONGOKU SHIPPING CO., JOHNNY BRAVO SHIPPING CO., MICKEY SHIPPING CO. and ALADDIN SHIPPING CO. each a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960, as joint and several Guarantors;

(A)	The Lender have agreed to make available to the Borrower a secured term loan facility of up to the lower of: (a) 55% of the Market Value of the Vessels (as defined below)] or (b) US$100,000,000 for corporate general purposes.

(B)	The Corporate Guarantors are wholly owned subsidiaries of the Borrower and will guarantee the obligations of the Borrower under this Agreement.

1	INTERPRETATION

1.1	Definitions

(a)

Pavimar S.A. a corporation incorporated and existing in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960;

(b)

Castor Ships;

(c)

or any other company which the Lender may approve from time to time as the commercial and/or technical manager of that Ship.

(a)

December 11, 2024 (or such later date as the the Lender, agree with the Borrower); or

(a)

in Athens and New York in respect of any payment which is required to be made under a Finance Document; and

(b)

in, Athens and Limassol regarding any other action to be taken under this Agreement or any other Finance Document.

(a)

in relation to a Security Party (other than the Borrower) a change in:

(i)

the ultimate beneficial ownership of any of the shares in that Security Party; or

(ii)

the ultimate control of the voting rights attaching to any of those shares; or

(iii)

the legal ownership of any of those shares; and

(b)

in relation to the Borrower, a change which results in any person or group of persons acting in concert gaining directly or indirectly control of the Corporate Guarantor other than the Permitted Holder;

(c)

For the purpose of sub-paragraphs (b) above "control" means the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(i)

cast, or control the casting of, more than 50 per cent. of the maximum number of votes that might be cast at a general meeting of the Borrower; or

(ii)

appoint or remove all, or the majority, of the directors or other equivalent officers of the Borrower; or

(iii)

give directions with respect to the operating and financial policies of the Borrower with which the directors or other equivalent officers of the Borrower are obliged to comply; and/or

(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 Loan (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, if applicable, any Security Party; 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 or, if applicable, any Security Party preventing that, or any other, Party or, if applicable, any Security Party:

(i)

from performing its payment obligations under the Finance Documents; or

(ii)

from communicating with other Parties or, if applicable, any Security Party in accordance with the terms of the Finance Documents,

(a)

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

(i)

all freight, hire and passage moneys;

(ii)

compensation payable to that Corporate Guarantor or the Lender in the event of requisition of a 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 that 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 that 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.

(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,

(a)

any release of Environmentally Sensitive Material from that Ship; or

(b)

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

(c)

any other incident in which Environmentally Sensitive Material is released otherwise than from that Ship and in connection with which that Ship is actually or potentially liable to be arrested and/or where the relevant Corporate Guarantor which is the owner thereof and/or any operator or manager of that Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action.

(a)

this Agreement;

(b)

any Account Pledges;

(c)

the Corporate Guarantees;

(d)

any Subordination Agreement;

(e)

any Subordinated Debt Security;

(f)

the Mortgages;

(g)

the General Assignments;

(h)

any Charterparty Assignments;

(i)

the Side Letter;and

(j)

any other document (whether creating a Security Interest or not) which is executed at any time by the Borrower, any Corporate Guarantor 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 and, in the singular, means any of them.

(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 made available to the debtor;

(d)

under a financial lease, a deferred purchase consideration arrangement (in each case, other than in respect of assets or services obtained on normal commercial terms in the ordinary course of business) 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, exchange 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 receivables sold or discounted (other than any receivables to the extent that they are sold on a non-recourse basis); or

(g)

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

(a)

all policies and contracts of insurance and reinsurance, policies or contracts, including entries of that Ship in any protection and indemnity or war risks association, effected in respect of that Ship, its Earnings or otherwise in relation to it whether before, on or after the date of this Agreement; and

(b)

all rights (including, without limitation, any and all rights or claims which the relevant Corporate Guarantor owning that Ship may have under or in connection with any cut- through clause relative to any reinsurance contract relating to the aforesaid policies or contracts of insurance) and other assets relating to, or derived from, any of the foregoing, including any rights to a return of a premium and any rights in respect of any claim whether or not the relevant policy, contract of insurance or entry has expired on or before the date of this Agreement.

(a)

either:

(i)

the most recent applicable Term SOFR (as of a day which is not more than three Additional Business Days before the Quotation Day) for the longest period (for which Term SOFR is available) which is less than the Interest Period of that Loan; or

(ii)

if no such Term SOFR is available for a period which is less than the Interest Period of the Loan or that part of the Loan, SOFR for a day which is no more than three US Government Securities Business Days (and no less than two US Government Securities Business Days) before the Quotation Day; and

(b)

the most recent applicable Term SOFR (as of a day which is not more than three US Government Securities Business Days before the Quotation Day) for the shortest period (for which Term SOFR is available) which exceeds the Interest Period of the Loan or that part of the Loan.

(a)

the applicable Term SOFR for the longest period (for which Term SOFR is available) which is less than the Interest Period of the Loan or that part of the Loan; and

(b)

the applicable Term SOFR for the shortest period (for which Term SOFR is available) which exceeds the Interest Period of the Loan or that part of the Loan;

(a)

the business, property, assets, liabilities, operations or condition (financial or otherwise) of the Borrower and/or any Security Party taken as a whole;

(b)

the ability of the Borrower and/or any Security Party to (i) comply with or perform any of its obligations or (ii) discharge any of its liabilities, under any Finance Document as they fall due; or

(a)

Security Interests created by the Finance Documents;

(b)

liens for unpaid master's and crew's wages in accordance with usual maritime practice;

(c)

liens for salvage;

(d)

liens arising by operation of law for not more than one month's prepaid hire under any charter in relation to a Ship not prohibited by this Agreement;

(e)

liens for master's disbursements incurred in the ordinary course of trading and any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of a Ship, provided such liens do not secure amounts more than 30 days overdue (unless the overdue amount is being contested by the relevant Corporate Guarantor in good faith by appropriate steps) and subject, in the case of liens for repair or maintenance, to Clause 14.13(d) (Restrictions on chartering, appointment of managers etc);

(f)

any Security Interest created in favour of a plaintiff or defendant in any proceedings or arbitration as security for costs and expenses while the relevant Corporate Guarantor is actively prosecuting or defending such proceedings or arbitration in good faith; and

(g)

Security Interests arising by operation of law in respect of taxes which are not overdue for payment or in respect of taxes being contested in good faith by appropriate steps and in respect of which appropriate reserves have been made.

(a)

any Finance Document;

(b)

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

(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 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 a 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).

(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),

(a)

the applicable Term SOFR as of the Quotation Day and for a period equal in length to the Interest Period of the Loan or that part of the Loan; or

(b)

as otherwise determined pursuant to Clause 5.3 (Unavailability of Term SOFR),

(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 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 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.

(a)

the Corporate Guarantors; and

(b)

any other person (except the Lender and any other manager which is not a member of the Group) 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 final paragraph of the definition of "Finance Documents".

(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 Clauses 20 (Fees and Expenses), 21 (Indemnities) or 23 (No Set-Off or Tax Deduction) or any other provision of this Agreement or another Finance Document; and

(d)

the Lender 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.

(a)

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

(b)

any expropriation, confiscation, requisition or acquisition of that Ship, whether for full or part 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 unless it is within one month from the date of such occurrence redelivered to the full control of the relevant Corporate Guarantor owning that Ship;

(c)

any condemnation of that Ship by any tribunal or by any person or person claiming to be a tribunal; and

(d)

any arrest, capture, seizure, confiscation or detention of that Ship (including any hijacking or theft) unless it is within one month redelivered to the full control of the relevant Corporate Guarantor owning that Ship.

(a)

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

(b)

in the case of a constructive, compromised, agreed or arranged total loss of that Ship, the earlier 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 relevant Corporate Guarantor owning that Ship with that 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 Lender that the event constituting the total loss occurred.

(a)

a person which is resident for tax purposes in the US; or

(b)

a person some or all whose payments under the Finance Documents are from sources within the US for US federal income tax purposes.

1.2	Construction of certain terms

1.3	Meaning of "month"

(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)	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

(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 (Definitions) to 1.5 (General Interpretation) apply unless the contrary intention appears.

1.6

Headings

2

FACILITY

2.1	Amount of facility

2.2	Purpose of Advance

3	POSITION OF THE LENDER

3.1	Interests several

3.2	Individual right of action

3.3	Obligations several

4

DRAWDOWN

4.1	Request for an Advance

4.2	Availability

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

(b)	the Advance shall not exceed the relevant Maximum Advance Amount;

(c)	and the Advance shall not exceed the Loan and the Commitment shall be advanced to the Borrower in one (1) Advance and any amount undrawn under the Commitment shall be cancelled and may not be borrowed by the Borrower at a later date.

4.3	Drawdown Notice irrevocable

4.4	Disbursement of Advance

5

INTEREST

5.1	Payment of normal interest

5.2	Normal rate of interest

5.3	Unavailability of Term SOFR

(a)	Interpolated Term SOFR: If no Term SOFR is available for the Interest Period of the Loan, the applicable Reference Rate shall be the applicable Interpolated Term SOFR for a period equal in length to the Interest Period of the Loan.

(b)	Historic Term SOFR: If paragraph (a) above applies but the applicable Interpolated Term SOFR is not available for the Interest Period of the Loan, the Reference Rate for such Interest Period shall be the Historic Term SOFR for the Loan.

(c)	Interpolated Historic Term SOFR: If paragraph (b) above applies but the Historic Term SOFR is not available for the Interest Period of the Loan, the applicable Forward Reference Rate shall be the Interpolated Historic Term SOFR for a period equal in length to the Interest Period of the Loan.

(d)	Cost of funds: If paragraph (c) above applies but no Interpolated Historic Term SOFR is available for the Interest Period of the Loan there shall be no Reference Rate for that Forward Rate Loan and Paragraph 5.8 (Cost of funds) below shall apply to the Loan for that Interest Period.

5.4	Notification of Interest Periods and rates of normal interest

(a)	each rate of interest; and

(b)	the duration of each Interest Period,

5.5	Selection of Interest Periods

5.6	Changes to Reference Rates

(A)

aligning any provision of any Finance Document to the use of that Replacement Reference Rate;

(B)

enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Agreement);

(A)

the administrator of that Published Rate or its supervisor publicly announces that such administrator is insolvent; or

(B)

information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Published Rate is insolvent,

(ii)

the administrator of that Published Rate publicly announces that it has ceased or will cease to provide that Published Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Published Rate;

(iii)

the supervisor of the administrator of that Published Rate publicly announces that such Published Rate has been or will be permanently or indefinitely discontinued; or

(iv)

the administrator of that Published Rate or its supervisor announces that that Published Rate may no longer be used; or

(b)

the administrator of that Published Rate (or the administrator of an interest rate which is a constituent element of that Published Rate) determines that that Published Rate should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:

(i)

the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Lender) temporary; or

(ii)

that Published Rate is calculated in accordance with any such policy or arrangement for a period no less than the applicable Published Rate Contingency Period; or

(a)

formally designated, nominated or recommended as the replacement for a Published Rate by:

(i)

the administrator of that Published Rate; or

(ii)

any Relevant Nominating Body, and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the "Replacement Reference Rate" will be the replacement under paragraph (ii) above;

(b)

in the opinion of the Lender, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor or alternative to a Published Rate; or

(c)

in the opinion of the Lender, an appropriate successor or alternative to a Published Rate.

5.6	Market disruption

5.7	Cost of Funds

(i)

the Margin; and

(ii)

the rate notified by the Lender to the Borrower, which expresses as a percentage rate per annum the Lender’s cost of funds relating to the Loan or the relevant part thereof.

(b)

If this Clause 5.7 (Cost of funds) applies and the Lender or the Borrower so require, the Lender and the Borrower 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 or (as the case may be) an alternative basis for funding.

(c)

Subject to Clause 5.6 (Changes to reference rates), any substitute or alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lender and the Borrower, be binding on all Parties.

(d)

If any rate notified under sub-paragraph (ii) of paragraph (a) above is less than zero, the relevant rate shall be deemed to be zero.

(e)

If no substitute or alternative basis agreed pursuant to paragraph (b) above, the Borrower may give the Lender not less than 5 days’ notice of their intention to prepay the Loan at the end of the interest period set by the Lender.

(f)

A notice under paragraph (e) above shall be irrevocable; and on the last Business Day of the interest period set by the Lender the Borrower shall prepay (without premium or penalty) the Loan, together with accrued interest thereon at the applicable interest rate and the balance of the Financial Indebtedness.

5.8	Suspension of drawdown

5.9	Notice of prepayment

5.10	Prepayment; termination of Commitments

(a)	on the date on which the Lender serves that notice, the Loan shall be cancelled; and

(b)

on the last Business Day of the interest period set by the Lender, the Borrower shall prepay (without premium or penalty) the Loan, together with accrued interest thereon at the applicable rate plus the Margin, Provided always that if the Borrower shall, subject always to servicing the notice of prepayment, make a prepayment on a Banking Day other than the last day of an Interest Period in respect of the whole of the Loan, it shall, in addition to the amount prepaid and accrued interest, pay to the Lender any amount which the Lender may evidently certify is necessary to compensate the Lender for any Break Costs incurred by the Lender as a result of the making of the prepayment in question.

5.11	Application of prepayment

6	INTEREST PERIODS

6.1	Commencement of Interest Periods

6.2	Duration of normal Interest Periods

(a)	1 week, 2 weeks, 1 month, 2 months, 3 months at the Borrower’s selection; or

(b)	such other period (as proposed by the Borrower to the Lender not later than 11:00 a.m. (Athens time) 2 Business Days before the commencement of the Interest Period in respect of the Advance) as the Lender agree with the Borrower (failing which the Interest Period shall be three months).

6.3	Duration of Interest Periods for Instalments

7	DEFAULT INTEREST

7.1	Payment of default interest on overdue amounts

(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 19.4 (Acceleration of Loan), the date on which it became immediately due and payable.

7.2	Default rate of interest

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

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

7.3	Calculation of default rate of interest

(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 applicable to it);

(b)	the aggregate of the Margin plus, in respect of successive Interest Periods of any duration (including at call) up to three months which the Lender may select from time to time:

(i)

the Reference Rate; or

(ii)

a rate from time to time determined by the Lender as the Lender (after consultation with the Reference Banks) may from time to time determine.

7.4	Notification of interest periods and default rates

7.5	Payment of accrued default interest

7.6	Compounding of default interest

8	REPAYMENT AND PREPAYMENT

8.1	Amount of Instalments

(i)

20 equal consecutive quarterly instalments, each in the amount of $2,500,000 (each an "Instalment " and, together, the "Instalments "); and

(ii)

a balloon instalment in the amount of $50,00,000 (the "Balloon Instalment ")

8.2	Repayment Dates

8.3	Final Repayment Date

8.4	Voluntary prepayment

8.5	Conditions for voluntary prepayment

(a)	a partial prepayment shall be in an amount equal to an Instalment or a higher integral multiple thereof;

(b)	the Lender has received from the Borrower at least five Business Days' prior irrevocable written notice (each, a "Prepayment Notice") specifying the amount to be prepaid and the date on which the prepayment is to be made;

(c)

the Borrower have provided evidence satisfactory to the Lender that any consent required by any Security Party in connection with the prepayment has been obtained and remains in force, and that any regulation relevant to this Agreement which affects the Borrower or any Security Party has been complied with; and

(d)	the Borrower is in compliance with Clause 8.9 (Amounts payable on prepayment) on or prior to the date of prepayment.

8.6	Optional facility cancellation

8.7	Mandatory prepayment

(a)	The Borrower shall be obliged to prepay the Relevant Amount if a Ship:

(i)

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

(ii)

becomes a Total Loss, on the earlier of the date falling 120 days after the Total Loss Date and the date of receipt by the Lender of the proceeds of insurance relating to such Total Loss.

(b)

Any surplus, after the prepayment of the Relevant Amount (plus any additional costs due pursuant to Clause 8.9 (Amounts payable on prepayment)), shall be for the account of the Borrower Provided that no Event of Default has occurred and is continuing at the relevant time or will occur as a result of the release of such surplus to the Borrower.

(i)

"Relevant Amount" means an amount equal to the lower of an amount (if any) which after the application of the prepayment to be made pursuant to Clause Error! R eference source not found. (Application of partial prepayment or cancellation) results in the (A) Net leverage ratio of below 70% and (B) the Net leverage Ratio which applied immediately prior to the applicable event described in paragraph (i) or (ii) of this Clause 8.77 (Mandatory prepayment).

8.8	Effect of Prepayment Notice and Cancellation Notice

(a)	in the case of a Prepayment Notice, the amount specified in that Prepayment Notice shall become due and payable by the Borrower on the date for prepayment specified in that Prepayment Notice; and

(b)	in the case of a Cancellation Notice, the amount cancelled shall be permanently cancelled and may not be borrowed.

8.9	Amounts payable on prepayment

8.10	Application of partial prepayment or cancellation

(a)

if made pursuant to Clauses 5.9 (, Notice of prepayment ) 8.4 (Voluntary prepayment), 8.8.(mandatory prepayment), 15.2 (Prepayment; provision of additional security), 19.2 ( Actions following an Event of Default), 24.3 (Prepayment; termination of Commitment) or 25.6 (Prepayment; termination of Commitment) proportionately between each Advance and within each Advance pro rata against the Instalments;

8.11	No reborrowing

9	CONDITIONS PRECEDENT

9.1	Documents, fees and no default

(a)	that, on or before the service of the Drawdown Notice, the Lender receives the documents described in Part A of Schedule 2 in form and substance satisfactory to the Lender and its lawyers;

(b)	that, on the Drawdown Date but prior to the making of the Advance, the Lender receives;

(i)

the documents described in Part B of Schedule 2 (Condition Precedent Documents) in form and substance satisfactory to the Lender and its lawyers;

(ii)

payment of any expenses payable pursuant to Clause 20.2 (Costs of negotiation, preparation etc.) which are due and payable on the Drawdown Date to which that Drawdown Notice relates;

(c)	that both at the date of the Drawdown Notice and at Drawdown Date:

(i)

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

(ii)

the representations and warranties in Clause 10 (General) and those of either 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;

(iii)

none of the circumstances contemplated by Clause 5.6 (Market disruption) has occurred and is continuing; and

(iv)

there has been no Material Adverse Change; and

(d)	that, if the Net Leverage Ratio were applied immediately following the making of the Loan, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and

(e)	that the Lender has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Lender, request by notice to the Borrower prior to the relevant Drawdown Date.

9.2	Waiver of conditions precedent

10	REPRESENTATIONS AND WARRANTIES

10.1

General

10.2

Status

10.3	Share capital and ownership

10.4	Corporate power

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

(b)	to borrow under this Agreement and to make all the payments contemplated by, and to comply with, those Finance Documents to which it is a party.

10.5	Consents in force

10.6	Legal validity; effective Security Interests

(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 (having the priority specified in the relevant Finance Document) 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

(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 (except for Permitted Security Interests) 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

(a)	will not involve or lead to a contravention of:

(i)

any law or regulation; or

(ii)

the constitutional documents of the Borrower or other Security Party; or

(iii)

any contractual or other obligation or restriction which is binding on the Borrower or other Security Party or any of its assets, and

(b)	will not have a Material Adverse Effect; and

(c)	is for the corporate benefit of the Borrower or each other Security Party.

10.9	No withholding taxes

10.10

No default

10.11

Information

10.12

No litigation

10.13

Compliance with certain undertakings

10.14

Taxes paid

10.15

ISM Code and ISPS Code compliance

10.16

No Money laundering

(a)

Neither the Borrower, to the extent applicable, and no Security Party has, in connection with this Agreement or any of the other Finance Documents, contravened, or permitted any subsidiary to contravene, any law, official requirement or other regulatory measure or procedure implemented to combat "money laundering" (as defined in Article 1 of the Directive 2015/849/EC of the European Parliament and of the Council of the European Union of 20 May 2015) and any comparable US federal and state laws.

10.17

No immunity

10.18

Choice of law

10.19

Pari passu ranking

10.20

Repetition

(a)	on the date of service of the Drawdown Notice;

(b)	on the Drawdown Date; and

(c)	with the exception of Clauses 8 (No withholding taxes) and 3, (ompliance with certain undertakings) on the first day of each Interest Period as if made with reference to the facts and circumstances existing on each such day.

11	GENERAL UNDERTAKINGS

11.1

General

11.2	Title and negative pledge

(a)

hold the legal title to, and own the entire beneficial interest in its Ship, her 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 except for Permitted Security Interests; and

(b)	not create or permit to arise any Security Interest (except for Permitted Security Interests) over any other asset, present or future.

11.3	No disposal of assets

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

(b)	In the case of a Corporate Guarantor 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, but paragraph (a) does not apply to any charter of a Ship.

11.4	No other liabilities or obligations to be incurred

(a)	liabilities and obligations under the Finance Documents to which it is or, as the case may be, will be a party; and

(b)

liabilities or obligations reasonably incurred in the normal course of its business of trading, operating and chartering, maintaining and repairing the Ship owned by it (including, without limitation, any Financial Indebtedness and other indebtedness owing to its shareholders subject to the relevant Corporate Guarantor ensuring on or prior to the Drawdown Date, that the rights of each creditor thereunder are fully subordinated in writing pursuant to a Subordination Agreement).

11.5	Information provided to be accurate

11.6	Provision of financial statements

(a)	as soon as possible, but in no event later than 180 days after the end of each Financial Year of the Borrower the consolidated audited annual financial statements of the Borrower (commencing with the financial statements for the Financial Year which ended on 31 December 2024); and

(b)

as soon as possible, but in no event later than 90 days after the first 3-month period ending on 30 March in each Financial Year of the Borrower the quarterly unaudited financial statements in respect of the Borrower duly certified as to their correctness by the chief financial officer of the Borrower;

11.7	Form of financial statements

(a)	be prepared in accordance with all applicable laws and US GAAP and, in the case of any audited financial statements, be certified by an independent and reputable auditor selected and appointed by the Borrower ;

(b)	give a true and fair view of the state of affairs of the Borrower at the date of those accounts and of its profit for the period to which those accounts relate; and

11.8	fully disclose or provide for all significant liabilities of the Borrower.Consents

(a)	for the Borrower or that Corporate Guarantor to perform its obligations under any Finance Document to which it is a party;

(b)	for the validity or enforceability of any Finance Document to which it is a party;

(c)	for that Corporate Guarantor to continue to own and operate the Ship owned by it, and the Borrower will comply with the terms of all such consents.

11.9	Maintenance of Security Interests

(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 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 Lender, 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.

11.10

Notification of litigation

11.11

Confirmation of no default

(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.

11.12

Notification of default

(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 Lender fully up-to-date with all developments.

11.13

Provision of further information

(a)	to the Borrower, any other Security Party, the Ship owned by it, the Earnings or the Insurances; or

(b)	to any other matter relevant to, or to any provision of, a Finance Document, which may be reasonably requested by the Lender at any time.

11.14

Provision of copies and translation of documents

11.15

"Know your customer" checks

(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 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 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 Borrower shall promptly upon the request of the Lender concerned supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Lender in order for 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.

11.16

Compliance Certificate

(a)	The Borrower shall supply to the Lender, together with each set of financial statements delivered pursuant to paragraphs (a) and (b) of Clause 11.6 (Provision of financial statements), a Compliance Certificate duly signed by a senior officer of the Borrower,

11.17

No Money laundering

(a)	The Borrower:

(i)

will not, and will procure that no Security Party, to the extent applicable, will, in connection with this Agreement or any of the other Finance Documents, contravene, or permit any subsidiary to contravene, any law, official requirement or other regulatory measure or procedure implemented to combat "money laundering" (as defined in Article 1 of the Directive 2015/849/EC of the European Parliament and of the Council of the European Union of 20 May 2015) and any comparable US federal and state laws; and

(ii)

shall further submit any documents and declarations on request, if such documents or declarations are required by the Lender to comply with its domestic money laundering and/or legal identification requirements.

12	CORPORATE UNDERTAKINGS

12.1

General

12.2	Maintenance of status

12.3	Negative undertakings

(a)	change the nature of its business or carry on any business and in case of each Corporate Guarantor the nature of its business not to beother than the ownership, chartering and operation of the Ship owned by it;

(b)	The Borrower will procure that each Corporate Guarantor will not:

(i)

pay any dividend or make any other form of distribution if:

(A)

an Event of Default or a Potential Event of Default has occurred and is continuing at the relevant time; or

(B)

an Event of Default will result from the payment of a dividend or the making of any other form of distribution,

(c)	The Borrower will procure that each Corporate Guarantor will not

(a)

effect any form of redemption, purchase or return of its issued shares;

(b)

repay any Subordinated Debt;

(c)

provide any form of credit or financial assistance (including any guarantee or indemnity) to:

(i)

a person who is directly or indirectly interested in that Borrower's share or loan capital; or

(ii)

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

(d)	The Borrower will procure that each Corporate Guarantor will not enter into any material agreement other than:

(i)

the Finance Documents ; or

(ii)

any other agreement expressly allowed under any other term of this Agreement;

(e)	open or maintain any account with any bank or financial institution except accounts with the Account Bank for the purposes of the Finance Documents;

(f)	The Borrower will procure that each Corporate Guarantor will not issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued shares and/or number of shares it is authorised to issue;

(g)	The Borrower will not and will procure that each Corporate Guarantor will not change its Financial Year;

(h)	The Borrower will procure that each Corporate Guarantor will not allow a Change of Control; or

(i)	The Borrower will procure that each Corporate Guarantor will not enter into any form of amalgamation, merger or de-merger, acquisition, divesture, split-up or any form of reconstruction or reorganisation without the consent of the Lender.

12.4	Borrower’s subsidiaries

13

INSURANCE

13.1

General

13.2	Maintenance of obligatory insurances

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

(b)	war risks (including, without limitation, protection and indemnity war risks with a separate limit not less than hull value of the relevant Ship);

(c)	protection and indemnity risks (including, without limitation, protection and indemnity war risks in excess of the amount for war risks (hull) and oil pollution liability risks) in each case in the highest amount available in the international insurance market; and

(d)	any other risks the insurance of which the Lender, having regard to practices, recommendations and other circumstances prevailing at the relevant time, may from time to time require by notice to that Corporate Guarantor.

13.3	Terms of obligatory insurances

(a)	in Dollars;

(b)	in the case of fire and usual marine risks and war risks, on an agreed value basis in an amount equal to at least the higher of:

(i)

an amount which is equal to 120 per cent. of the aggregate of:

(A)

the Loan: and

(B)

the aggregate principal amount secured by Permitted Security Interests over that Ship which have a prior ranking to the Security Interests created by the Finance Documents; and

(ii)

the Market Value of that Ship;

(c)

in the case of oil pollution liability risks, for an amount equal to the highest level of cover from time to time available under basic protection and indemnity club entry (with the International Group of Protection and Indemnity Clubs) and the international marine insurance market (currently $1,000,000,000 for any one accident or occurrence);

(d)	in relation to protection and indemnity risks in respect of the full value and tonnage of that Ship;

(e)	in relation to war risks insurance, extended to cover piracy and terrorism where excluded under the fire and usual marine risks insurance;

(f)	on approved terms and conditions;

(g)	such other risks of whatever nature and howsoever arising in respect of which insurance would be maintained by a prudent owner of a vessel similar to that Ship; and

(h)

through approved brokers and with approved insurance companies and/or underwriters which have a Standard & Poor's rating of at least BBB- or a comparable rating by any other rating agency acceptable to the Lender or, in the case of war risks and protection and indemnity risks, in approved war risks and protection and indemnity risks associations which are members of the International Group of Protection and Indemnity Clubs.

13.4	Further protections for the Lender

(a)	it and any and all third parties who are named assured or co-assured under any obligatory insurance shall assign their interest in any and all obligatory insurances and other Insurances if so required by the Lender;

(b)

whenever the Lender requires, the obligatory insurances name (or be amended to name) the Lender as additional named assured for its rights and interests, warranted no operational interest and with full waiver of rights of subrogation they may have under any applicable law against the Lender but without the Lender thereby being liable to pay (but having the right to pay) premiums, calls or other assessments in respect of such insurance;

(c)	the interest of the Lender as assignee and as loss payee shall be duly endorsed on all slips, cover notes, policies, certificates of entry or other instruments of insurance in respect of the obligatory insurances;

(d)	the obligatory insurances shall name the Lender as sole loss payee with such directions for payment as the Lender may specify;

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

(f)

the obligatory insurances shall provide that the insurers shall waive, to the fullest extent permitted by English law, their entitlement (if any) (whether by statute, common law, equity, or otherwise) to be subrogated to the rights and remedies of the Lender in respect of any rights or interests (secured or not) held by or available to the Lender in respect of the Secured Liabilities, until the Secured Liabilities shall have been fully repaid and discharged, except that the insurers shall not be restricted by the terms of this paragraph (f) from making personal claims against persons (other than either the Corporate Guarantor or the Lender) in circumstances where the insurers have fully discharged their liabilities and obligations under the relevant obligatory insurances;

(g)	the obligatory insurances shall provide that the obligatory insurances shall be primary without right of contribution from other insurances effected by the Lender;

(h)	the obligatory insurances shall provide that the Lender may make proof of loss if that Borrower fails to do so; and

(i)

the obligatory insurances shall provide that if any obligatory insurance is cancelled, or if any substantial change is made in the coverage which adversely affects the interest of the Lender, or if any obligatory insurance is allowed to lapse for non-payment of premium, such cancellation, charge or lapse shall only be effective against the Lender 14 days (or 7 days in the case of war risks) after receipt by the Lender of prior written notice from the insurers of such cancellation, change or lapse.

13.5	Renewal of obligatory insurances

(a)	at least 14 days before the expiry of any obligatory insurance effected by it:

(i)

notify the Lender of the brokers, underwriters, insurance companies and any protection and indemnity or war risks association through or with whom that Corporate Guarantor proposes to renew that obligatory insurance and of the proposed terms and conditions of renewal; and

(ii)

seek the Lender's approval to the matters referred to in paragraph (i);

(b)	at least 7 days before the expiry of any obligatory insurance, renew that obligatory insurance in accordance with the Lender's approval pursuant to paragraph (a); and

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

13.6	Copies of policies; letters of undertaking

(a)	they will have endorsed on each policy, immediately upon issue, a loss payable clause and a notice of assignment complying with the provisions of Clause 13.4 (Further protections for the Lender);

(b)	they will hold such policies, and the benefit of such insurances, to the order of the Lender in accordance with the said loss payable clause;

(c)	they will advise the Lender immediately of any material change to the terms of the obligatory insurances;

(d)

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

(e)

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

13.7	Copies of certificates of entry; letters of undertaking

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

(b)	a letter or letters of undertaking in such form as may be required by the Lender;

(c)

where required to be issued under the terms of insurance/indemnity provided by that Corporate Guarantor's protection and indemnity association, a certified copy of each United States of America voyage quarterly declaration (or other similar document or documents) made by that Corporate Guarantor in accordance with the requirements of such protection and indemnity association; and

(d)	a certified copy of each certificate of financial responsibility for pollution by oil or other Environmentally Sensitive Material issued by the relevant certifying authority or, as the case may be, protection and indemnity associations in relation to that Ship (if applicable).

13.8	Deposit of original policies

13.9	Payment of premiums

13.10

Guarantees

13.11

Compliance with terms of insurances

(a)

take all necessary action and comply with all requirements which may from time to time be applicable to the obligatory insurances, and (without limiting the obligation contained in Clause 13.6(c) (Copies of policies; letters of undertaking)) ensure that the obligatory insurances are not made subject to any exclusions or qualifications to which the Lender has not given its prior approval;

(b)	not make any changes relating to the classification or classification society or manager or operator of the Ship owned by it approved by the underwriters of the obligatory insurances;

(c)

make (and promptly supply copies to the Lender) of all quarterly or other voyage declarations which may be required by the protection and indemnity risks association in which that Ship is entered to maintain cover for trading to the United States of America and Exclusive Economic Zone (as defined in the United States Oil Pollution Act 1990 or any other applicable legislation) and, if applicable, shall procure that each Approved Manager complies with this requirement; and

(d)	not employ that Ship, nor allow it to be employed, otherwise than in conformity with the terms and conditions of the obligatory insurances, without first obtaining the consent of the insurers and complying with any requirements (as to extra premium or otherwise) which the insurers specify.

13.12

Alteration to terms of insurances

13.13

Settlement of claims

13.14

Provision of copies of communications

(a)	the approved brokers;

(b)	the approved protection and indemnity and/or war risks associations; and

(c)	the approved insurance companies and/or underwriters, which relate directly or indirectly to:

(i)

that Corporate Guarantor's obligations relating to the obligatory insurances including, without limitation, all requisite declarations and payments of additional premiums or calls;

(ii)

any credit arrangements made between that Corporate Guarantor and any of the persons referred to in paragraphs (a) or (b) relating wholly or partly to the effecting or maintenance of the obligatory insurances; and

(iii)

a claim under any Insurances.

13.15

Provision of information and further undertakings

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

(b)	effecting, maintaining or renewing any such insurances as are referred to in Clause 13.16 (Mortgagee's interest and additional perils insurances ) or dealing with or considering any matters relating to any such insurances, and that Corporate Guarantor shall:

(i)

do all things necessary and provide the Lender with all documents and information to enable the Lender to collect or recover any moneys in respect of the Insurances which are payable to the Lender pursuant to the Finance Documents; and

(ii)

promptly provide the Lender with full information regarding any Major Casualty in consequence whereof the Ship owned by that Corporate Guarantor has become or may become a Total Loss and agree to any settlement of such casualty or other accident or damage to that Ship only with the Lender's prior written consent,

13.16

Mortgagee's interest and additional perils insurances

(a)

a mortgagee's interest insurance in respect of each Ship providing for the indemnification of the Lender for any losses under or in connection with any Finance Document which directly or indirectly result from loss of or damage to a Ship or a liability of such Ship or of the Corporate Guarantor owning that Ship, such loss or damage being prima facie covered by an obligatory insurance but in respect of which there is a non-payment (or reduced payment) by the underwriters by reason of, or on the basis of, an allegation concerning:

(i)

any act or omission on the part of that Corporate Guarantor, of any operator, charterer, manager or sub-manager of that Ship or of any officer, employee or agent of that Corporate Guarantor or of any such person, including any breach of warranty or condition or any non-disclosure relating to such obligatory insurance;

(ii)

any act or omission, whether deliberate, negligent or accidental, or any knowledge or privity of that Corporate Guarantor, any other person referred to in paragraph (i) above, or of any officer, employee or agent of that Corporate Guarantor or of such a person, including the casting away or damaging of that Ship and/or that Ship being unseaworthy; and/or

(iii)

any other matter capable of being insured against under a mortgagee's interest marine insurance policy, whether or not similar to the foregoing, in an amount of up to 120 per cent. of the aggregate of:

(A)

the Loan: and

(B)

the aggregate principal amount secured by Permitted Security Interests over that Ship which have a prior ranking to the Security Interests created by the Finance Documents,

(b)

a mortgagee's interest additional perils insurance in respect of each Ship providing for the indemnification of the Lender against, amongst other things, any possible losses or other consequences of any Environmental Claim, including the risk of expropriation, arrest or any form of detention of that Ship, the imposition of any Security Interest over that Ship and/or any other matter capable of being insured against under a mortgagee's interest additional perils policy, whether or not similar to the foregoing, and in an amount of up to 110 per cent. of the Aggregate Insurable Amount; and the Borrower shall procure that each Corporate Guarantor shall upon demand fully indemnify the Lender in respect of all premiums and other expenses which are incurred in connection with, or with a view to, effecting, maintaining or renewing any such insurance or dealing with, or considering, any matter arising out of any such insurance.

13.17

Review of insurance requirements

13.18

Modification of insurance requirements

13.19

Compliance with mortgagee's instructions

14	SHIP COVENANTS

14.1

General

14.2	Ship's name and registration

14.3	Repair and classification

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

(b)

so as to maintain the highest class free of overdue recommendations and conditions, with a classification society which is a member of IACS (being one of Lloyd's Registry, American Bureau of Shipping, Det Norske Veritas, Bureau Veritas, Korean Register of Shipping, Nippon Kaiji Kyoykai or Registro Italiano Navale) and acceptable to the Lender; and

(c)	so as to comply with all laws and regulations applicable to vessels registered at ports in the applicable Approved Flag State or to vessels trading to any jurisdiction to which that Ship may trade from time to time, including but not limited to the ISM Code and the ISPS Code,

14.4	Classification society undertaking

(a)	to send to the Lender, following receipt of a written request from the Lender, certified true copies of all original class records and any other related records held by the classification society in relation to the Ship owned by that Corporate Guarantor;

(b)	to allow the Lender (or its agents), at any time and from time to time, to inspect the original class and related records of that Ship at the offices of the classification society and to take copies of them;

(c)	to notify the Lender immediately in writing if the classification society:

(i)

receives notification from that Corporate Guarantor or any person that that Ship's classification society is to be changed; or

(ii)

becomes aware of any facts or matters which may result in or have resulted in a change, suspension, discontinuance, withdrawal or expiry of that Ship's class under the rules or terms and conditions of that Corporate Guarantor's or that Ship's membership of the classification society;

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

(i)

to confirm that that Corporate Guarantor is not in default of any of its contractual obligations or liabilities to the classification society and, without limiting the foregoing, that it has paid in full all fees or other charges due and payable to the classification society; or

(ii)

if that Corporate Gaurantor is in default of any of its contractual obligations or liabilities to the classification society, to specify to the Lender in reasonable detail the facts and circumstances of such default, the consequences thereof, and any remedy period agreed or allowed by the classification society.

14.5	Modification

14.6	Removal of parts

14.7

Surveys

14.8	Inspection

14.9	Prevention of and release from arrest

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

(b)	all taxes, dues and other amounts charged in respect of that Ship, the Earnings or the Insurances; and

(c)

all other outgoings whatsoever in respect of that Ship, the Earnings or the Insurances, and, forthwith upon receiving notice of the arrest of that Ship, or of its detention in exercise or purported exercise of any lien or claim, that Corporate Guarantor shall procure its release by providing bail or otherwise as the circumstances may require.

14.10

Compliance with laws etc.

(a)	comply, or procure compliance with the ISM Code, the ISPS Code, all Environmental Laws and all other laws or regulations relating to the Ship owned by it, its ownership, operation and management or to the business of that Corporate Guarantor;

(b)	not employ the Ship owned by it nor allow its employment in any manner contrary to any law or regulation in any relevant jurisdiction including but not limited to the ISM Code and the ISPS Code; and

(c)

in the event of hostilities in any part of the world (whether war is declared or not), not cause or permit that Ship to enter or trade to any zone which is declared a war zone by any government or by the Ship's war risks insurers unless the prior written consent of the Lender has been given and that Corporate Guarantor has (at its expense) effected any special, additional or modified insurance cover which the Lender may require.

14.11

Provision of information

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

(b)	the Earnings and payments and amounts due to the master and crew of that Ship;

(c)	any expenses incurred, or likely to be incurred, in connection with the operation, maintenance or repair of that Ship and any payments made in respect of that Ship;

(d)	any towages and salvages; and

(e)

its compliance, each Approved Manager's compliance and the compliance of that Ship with the ISM Code and the ISPS Code, and, upon the Lender's request, provide copies of any current charter relating to that Ship, of any current charter guarantee and copies of that Corporate Guarantor's or the relevant Approved Manager's Document of Compliance, Safety Management Certificate and the ISSC.

14.12

Notification of certain events

(a)	before entering into:

(i)

any demise charter in respect of its Ship for any period longer than three years;

(A)

that Corporate Guarantor executes in favour of the Lender a specific assignment of all its rights, title and interest in and to such charter and any charter guarantee in the form of a Charterparty Assignment;

(B)

the charterer and any charter guarantor agree to acknowledge to the Lender (1) the specific assignment of such charter and charter guarantee by executing an acknowledgement substantially in the form included in the relevant Charterparty Assignment and (2) that the Mortgage over that Ship has been registered prior to the entry into such charter and the charterer provides to the Lender a letter of undertaking pursuant to which the charterer subordinates all its claims against the relevant Corporate Guarantor and its Ship to the claims of the Lender under or in connection with the Finance Documents in the Agreed Form;

(C)

in the case where such charter is a demise charter the charterer undertakes to the Lender (1) to comply with all of that Corporate Guarantor's undertakings with regard to the employment, insurances, operation, repairs and maintenance of its Ship contained in this Agreement, the Mortgage and the General Assignment in relation to that Ship and (2) to provide an assignment of its interest in the insurances of that Ship in the Agreed Form;

(D)

the relevant Corporate Guarantor provides certified true and complete copies of the charter relating to its Ship and of any current charter guarantee, if any, immediately after its execution;

(E)

the Lender's receipt of a copy of the charter and its failure or neglect to act, delay or acquiescence in connection with the relevant Corporate Guarantor's entering into such charter shall not in any way constitute an acceptance by the Lender of whether or not the Earnings under the charter are sufficient to meet the debt service requirements under this Agreement nor shall it in any way affect the Lender's or the Lender's entitlement to exercise its rights under the Finance Documents pursuant to Clause 19 (Events of Default) upon the occurrence of an Event of Default arising as a result of an act or omission of the charterer; and

(F)

the Borrower delivers to the Lender such other documents equivalent to those referred to at paragraphs 2, 3, 4, 5, 6, 7 and Error! Reference source not found. of Schedule 2 (Condition Precedent Documents), Part A as the Lender may require; and

(b)	immediately notify the Lender by letter, of:

(i)

its entry into any agreement or arrangement for the postponement of any date on which any Earnings are due, the reduction of the amount of any Earnings or otherwise for the release or adverse alteration of any right of that Corporate Guarantor to any Earnings;

(iii)

any casualty which is or is likely to be or to become a Major Casualty;

(iv)

any occurrence as a result of which the Ship owned by it has become or is, by the passing of time or otherwise, likely to become a Total Loss;

(v)

any requirement, condition or recommendation made by any insurer or classification society or by any competent authority which is not immediately complied with;

(vi)

any arrest or detention of that Ship, any exercise or purported exercise of any lien on that Ship or its Earnings or any requisition of that Ship for hire;

(vii)

any intended dry docking of that Ship;

(viii)

any Environmental Claim which exceeds $1,000,000 and made against that Corporate Guarantor or in connection with that Ship, or any Environmental Incident;

(ix)

any claim for breach of the ISM Code or the ISPS Code being made against that Corporate Guarantor, any Approved Manager or otherwise in connection with that Ship;

(x)

its intention to de-activate or lay up its Ship; or

(xi)

any other matter, event or incident, actual or threatened, the effect of which will or could lead to the ISM Code or the ISPS Code not being complied with, and that Corporate Guarantor shall keep the Lender advised in writing on a regular basis and in such detail as the Lender shall require of that Corporate Guarantor's, any Approved Manager's or any other person's response to any of those events or matters.

14.13

Restrictions on chartering, appointment of managers etc.

(a)	enter into any charter in relation to that Ship under which more than two months' hire (or the equivalent) is payable in advance;

(b)	charter that Ship otherwise than on bona fide arm's length terms at the time when that Ship is fixed;

(c)	appoint a manager of that Ship other than the Approved Managers or agree to any alteration to the terms of any Approved Manager's appointment; or

(d)

put that Ship into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed $2,000,000 (or the equivalent in any other currency) unless that person has first given to the Lender and in terms satisfactory to it a written undertaking not to exercise any lien on that Ship or its Earnings for the cost of such work or for any other reason.

14.14

Notice of Mortgage

14.15

Sharing of Earnings

14.16

ISPS Code

(a)	procure that the Ship owned by it and the company responsible for that Ship's compliance with the ISPS Code comply with the ISPS Code; and

(b)	maintain for that Ship an ISSC; and

(c)	notify the Lender immediately in writing of any actual or threatened withdrawal, suspension, cancellation or modification of the ISSC.

15	SECURITY NET LEVERAGE

15.1	Net Leverage Ratio

15.2	Prepayment; provision of additional security

15.3	Valuation of Ships

(a)	The Market Value of a Mortgaged Ship at any date is that shown by a valuation issued by an Approved Broker selected and appointed by the Lender, such valuation to be addressed to the Lender and prepared:

(i)

as at a date not more than 30 days previously;

(ii)

without physical inspection of that Ship (as the Lender may require); and

(iii)

on the basis of a sale for prompt delivery for cash on normal arm's length commercial terms as between a willing seller and a willing buyer, free of any existing charter or other contract of employment.

(b)

If the Borrower disagrees with the valuation obtained by the Lender in accordance with paragraph (a) above, it shall be entitled to obtain a second valuation from an Approved Broker selected by the Borrower and appointed by the Lender, and prepared in accordance with sub- paragraphs (i) to (iii) of paragraph (a) above. In that case the Market Value of the Mortgaged Ship shall be the arithmetic mean of the two valuations issued provided that if the Borrower does not elect to appoint an Approved Broker within 14 days after the Lender's request to receive a valuation of a Mortgaged Ship, the Market Value of that Mortgaged Ship shall be that shown in the sole valuation obtained by the Lender in accordance with paragraph (a) above.

15.4	Value of additional vessel security

15.5	Valuations binding

15.6	Provision of information

15.7	Payment of valuation expenses

15.8	Frequency of valuations

16	PAYMENTS AND CALCULATIONS

16.1	Currency and method of payments

(a)	by not later than 11.00 a.m. (New York City time) on the due date;

(b)

in same day Dollar funds settled through the New York Clearing House Interbank Payments System (or in such other Dollar funds and/or settled in such other manner as the Lender shall specify as being customary at the time for the settlement of international transactions of the type contemplated by this Agreement);

(c)	in the case of an amount payable to the Lender, to such account as it may from time to time notify to the Borrower.

16.2	Payment on non-Business Day

(a)	the due date shall be extended to the next succeeding Business Day; or

(b)	if the next succeeding Business Day falls in the next calendar month, the due date shall be brought forward to the immediately preceding Business Day, and interest shall be payable during any extension under paragraph (a) at the rate payable on the original due date.

16.3	Basis for calculation of periodic payments

16.4	Lender only obliged to pay when monies received

16.5	Refund to Lender of monies not received

(a)	refund the sum in full to the Lender; and

(b)	pay to the Lender the amount (as certified by the Lender) which will indemnify the Lender against any funding or other loss, liability or expense incurred by the Lender as a result of making the sum available before receiving it.

16.6	Lender may assume receipt

16.7	Lender accounts

16.8	Accounts prima facie evidence

17	APPLICATION OF RECEIPTS

17.1	Normal order of application

(a)	FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents in the following order and proportions:

(i)

firstly, in or towards satisfaction pro rata of all amounts then due and payable to the Lender under the Finance Documents (including, but without limitation, all amounts payable by the Borrower under Clauses 20 (Fees and Expenses), 21 (Indemnities) and 23 (No Set-Off or Tax Deduction) of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance Document) other than those amounts referred to at paragraphs (ii) and (iii);

(ii)

secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Lender under the Finance Documents; and

(iii)

thirdly, in or towards satisfaction of the Loan;

(b)

SECONDLY: in retention of an amount equal to any amount not then due and payable under any Finance Document but which the Lender, by notice to the Borrower and the Security Parties states in its reasonable opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a) (Normal order of application); and

(c)	THIRDLY: any surplus shall be paid to the Borrower or to any other person appearing to be entitled to it.

17.2	Variation of order of application

17.3	Notice of variation of order of application

17.4	Appropriation rights overridden

18	APPLICATION OF EARNINGS

18.1	Payment of Earnings

(a)	it shall maintain the Accounts with the Account Bank; and

(b)	it shall procure that each Corporate Guarantor shall ensure that all Earnings of the Ship owned by it are paid to the Earnings Account for that Ship;

18.2	Application of retentions

(a)	the Instalment in respect of the relevant Instalment due on that Repayment Date pursuant to Clause 8.1 (Amount of Instalments); or

(b)	the amount of interest in respect of the relevant Instalment payable on that interest payment date, in discharge of the Borrower’s liability for that Instalment or that interest.